Common use of Indemnification by the Parent Clause in Contracts

Indemnification by the Parent. The Parent shall indemnify the Purchaser and its Affiliates against, and agree to hold each of them harmless from, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap.

Indemnification by the Parent. The (a) After the Closing and subject to this Article X, the Parent shall indemnify indemnify, defend and hold harmless the Purchaser and Acquiror, its Affiliates and their respective Representatives (collectively, the “Acquiror Indemnified Parties”) against, and agree to hold each reimburse any Acquiror Indemnified Party for, all Losses (other than Losses that are Taxes that are (i) the subject of them harmless fromindemnification under Section 7.03(a) or (ii) Taxes arising as a result of, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any actionwith, suit the inaccuracy or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a any representation or warranty of made by the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, 3.21 with respect to any Post-Closing Taxable Periods) that such Acquiror Indemnified Party may at any time suffer or incur, or become subject to as a result of or in connection with: (i) any inaccuracy or breach of any representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, ; and (3ii) any Excluded Liability, (4) any failure of the Parent, the Purchaser breach or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or to perform any of their respective agentsits covenants, directorsobligations or agreements contained in this Agreement. (b) Notwithstanding anything to the contrary contained herein, officers the Parent shall not be required to indemnify, defend or employees hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to comply with Section 10.02(a)(i) (other than Losses arising out of the inaccuracy or breach of any federal, state or local law or regulation Parent Fundamental Representations) (i) with respect to the Business at any time prior to the Closingclaim (or series of claims arising from substantially similar underlying facts, events or circumstances) unless such claim (6or series of claims arising from substantially similar underlying facts, events or circumstances) involves Losses in excess of $200,000 (nor shall any action, suit, proceeding or such claim or other litigation, series of claims that do not meet the $200,000 threshold be applied to or any investigation by a Governmental Authority with respect to considered for purposes of calculating the Business involving aggregate amount of the Acquiror Indemnified Parties’ Losses for which the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to has responsibility under clause (1ii) of this Section 9.2: (a10.02(b) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amountbelow); (bii) for any Losses until the aggregate amount of all the Acquiror Indemnified Parties’ Losses incurred or suffered by for which the Purchaser or any of its Affiliates (excluding Losses related Acquiror Indemnified Parties are finally determined to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be otherwise entitled to indemnification under Section 10.02(a)(i) exceeds $17,000,000, after which the Parent shall be obligated for all Acquiror Indemnified Parties’ Losses for which the full amount Acquiror Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 10.02(a)(i) that are in excess of $17,000,000, but only if such excess Losses arise with respect to any claim (or series of related claims arising from substantially similar underlying facts, events or circumstances) that involves Losses in excess of the Deductible Amount$200,000; and (ciii) for Lossesin a cumulative aggregate amount exceeding $510,000,000. For purposes of determining whether the threshold set forth in clause (iii) of this Section 10.02(b) has been met or exceeded, in the aggregate, incurred or suffered any amount paid by the Purchaser or Parent for Losses pursuant to Section 10.02(a)(i), other than any of its Affiliates Losses in excess respect of the Indemnity Capinaccuracy or breach of any Parent Fundamental Representations, shall be taken into account. Notwithstanding anything to the contrary contained herein, the Parent shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to Section 10.02(a)(i) in a cumulative aggregate amount exceeding the Purchase Price.

Indemnification by the Parent. The Parent agrees to indemnify and hold harmless the Buyer, its officers, directors and agents and each Person, if any, who controls the Buyer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Buyer to the Parent, but only (i) with respect to information furnished in writing by the Parent or on the Parent’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of the Parent to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Parent also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Buyer provided in this Section 3.07. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 3, the Buyer may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. The Parent shall indemnify the Purchaser and its Affiliates against, and agree to hold each of them harmless from, not be liable under this Section 3.07 for any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses Damages in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty excess of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made net proceeds realized by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure the sale of Registrable Securities of the Parent, the Purchaser or any of their Affiliates Parent to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each which such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity CapDamages relate.

Indemnification by the Parent. The Subject to the limitations provided herein, the Parent shall shall, for a period commencing from the Closing Date and ending on the first anniversary of the Closing Date, indemnify the Purchaser and its Affiliates againstCompany Stockholders in respect of, and agree to hold each of them harmless fromagainst, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) Damages incurred or suffered by the Purchaser Company Stockholders resulting from: (a) any misrepresentation or breach of warranty by or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate; (b) any claim by a stockholder or former stockholder of the Parent, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Parent prior to the Effective Time; (ii) any rights of a stockholder prior to the Effective Time, including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the certificate of incorporation or bylaws of the Parent prior to the Effective Time or (iv) any claim that his, her or its shares were wrongfully repurchased by the Company prior to the Effective Time; and (c) any claim for brokers’ or finders’ fees or agents’ commissions arising from or through the Parent or any of its pre-Merger Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the negotiation or consummation of the transactions contemplated hereby, by this Agreement; and (5d) any failure Environmental Claim relating to or arising from the activities and operations of the Company, the Surviving Corporation or any of their Subsidiaries after the Effective Time, regardless of when the environmental hazard giving rise to such Environmental Claim is discovered, and any liability for any Abandonment and Reclamation Obligations of the Company, the Surviving Corporation or any of their Subsidiaries (or their respective successors) other than those relating to any mines, structures, buildings, equipment and other facilities or any lands that were, or were required pursuant to applicable Law to have been, abandoned, decommissioned or reclaimed, as the case may be, prior to the Effective Time. Notwithstanding the foregoing, except with respect to any fraud or willful misconduct by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply in connection with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoingthis Agreement, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this post-Closing adjustment mechanism set forth in Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates 1.9 shall be the exclusive means for the Company Stockholders to collect any Damages for which they are entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capunder this Article VI.

Indemnification by the Parent. The Parent shall agrees to indemnify the and hold harmless Purchaser and its Affiliates againsteach other holder of Registrable Securities, and agree to hold each of them harmless fromtheir respective officers, employees, Affiliates (including L▇▇▇▇▇ L▇▇▇▇▇▇▇▇ Capital Partners, Inc.), directors, partners, members, attorneys and agents, and each Person, if any, who controls any of the foregoing and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Indemnitee”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent and all damage, loss, Liability relating to action or expense (including reasonable expenses inaction required of investigation and reasonable attorneys’ fees and expenses the Parent in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of such registration; and the Parent contained shall promptly, but in Section 4.1 no event more than five (5) Business Days after request for payment, pay directly or reimburse each Indemnitee for any legal and any other expenses reasonably incurred by such Indemnitee in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that for the purpose of this provision, with respect to Parent will not be liable in any such representation case to the extent that any such expense, loss, claim, damage or warranty (other than the representation liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference conformity with information furnished to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates in writing, by such selling holder and stated to comply be specifically for use therein. The Parent shall not refuse to enter into an underwriting agreement with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation Underwriter of the transactions contemplated hereby, (5) any failure by Registrable Securities on the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to basis that the Business at any time prior to indemnity provisions therein are unacceptable as long as the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than indemnity provisions are, on the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amountwhole, in which case the Purchaser and its Affiliates shall be entitled to indemnification reasonably typical for the full amount type of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capunderwriting contemplated.

Indemnification by the Parent. The Parent shall indemnify indemnify, defend and hold harmless each Stockholder, the Purchaser officers, directors, agents, partners, members, managers, shareholders, Affiliates and its Affiliates against, and agree to hold employees of each of them harmless fromthem, each Person who controls any such Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, agents and employees of each such Controlling Person, to the fullest extent permitted by applicable law, from and against any and all damagelosses, lossclaims, Liability or expense damages, liabilities, costs (including including, without limitation, reasonable expenses costs of investigation and reasonable attorneys’ fees fees) and expenses in connection with any action(collectively, suit or proceeding) (“Losses”), as incurred, that arise out of or are based upon (i) incurred any untrue or suffered by the Purchaser alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of its Affiliates because prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (1in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any breach of a representation violation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made alleged violation by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the ParentSecurities Act, the Purchaser Exchange Act or any of their Affiliates to comply with state securities law or any applicable “bulk sales” rule or similar Requirement of Law regulation thereunder, in connection with the consummation performance of its obligations under this Agreement; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage, liability, except to the extent, but only to the extent, that (A) such untrue statements, omissions or alleged omissions are based solely upon information regarding such Stockholder furnished in writing to the Parent by such Stockholder expressly for use therein, or to the extent that such information relates to such Stockholder or such Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Stockholder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (B) in the case of an occurrence of an event of the transactions contemplated herebytype specified in Section 3(c)(iii)-(vi), (5) any failure related to the use by a Stockholder of an outdated or defective Prospectus after the Parent has notified such Stockholder in writing that the Prospectus is outdated or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time defective and prior to the Closingreceipt by such Stockholder of the Advice contemplated and defined in Section 6(c) below, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (6C) to the extent that any action, suit, proceeding or claim or other litigation, such Losses arise out of the Stockholder’s (or any investigation by other indemnified Person’s) failure to send or give a Governmental Authority with respect copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Business involving the Parent Persons asserting an untrue statement or any of its Affiliates omission at or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closingwritten confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The indemnification provided for under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, (7) director or Controlling Person of such indemnified party and shall survive the failure transfer of the Registrable Securities by the Parent or Stockholders pursuant to Section 15. The indemnity set forth in this Section 5(a) shall be in addition to any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by liability the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capmay otherwise have.

Indemnification by the Parent. The (a) From and after the Closing and subject to this ARTICLE X, the Parent shall indemnify indemnify, defend and hold harmless the Purchaser Acquiror, its Affiliates (including the Companies and the Transferred Subsidiaries) and its Affiliates and their respective Representatives (collectively, the “Acquiror Indemnified Parties”) from and against, and agree reimburse any Acquiror Indemnified Party for, all Losses that such Acquiror Indemnified Party may at any time suffer or incur as a result of, arising out of, relating to hold each of them harmless from, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) with: (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1i) any inaccuracy or breach of a any representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this AgreementAgreement or the certificates required to be delivered pursuant to Section 8.03(a) (other than any representation or warranty made in Section 3.20 which, for the avoidance of doubt shall be governed by ARTICLE VII) after giving effect, if applicable, to the Representation and Warranty Date Limitation; (3ii) any Excluded Liability, (4) any failure of the Parent, the Purchaser breach or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or to perform any of their respective agentscovenants, directorsobligations or agreements contained in this Agreement; (iii) costs or expenses (including any termination fees, officers “kill fees” or employees other penalties) incurred by any of the Companies or the Transferred Subsidiaries in connection with the matter described in Section 10.02(a)(iii) of the Seller Disclosure Letter, but only up to comply with an amount equal to 50% of such costs and expenses; and (iv) the matters identified in Section 10.02(a)(iv) of the Seller Disclosure Letter. (b) Notwithstanding anything to the contrary contained herein, the Parent shall not be required to indemnify, defend or hold harmless any federalAcquiror Indemnified Party against, state or local law reimburse any Acquiror Indemnified Party for, any Losses pursuant to Section 10.02(a)(i) (other than Losses arising out of the inaccuracy or regulation breach of any Parent Fundamental Representations and the representations and warranties in Section 3.20) (such Losses pursuant to Section 10.02(a)(i), other than Losses arising out of the inaccuracy or breach of any Parent Fundamental Representations and the representations and warranties in Section 3.20, being referred to as the “Capped Losses”): (i) with respect to any claim (or series of related claims arising from substantially the Business at same underlying facts, events or circumstances) unless such claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) involves Losses in excess of ¥5,000,000 (nor shall any time prior to the Closing, (6) any action, suit, proceeding or such claim or other litigation, series of related claims that do not meet the ¥5,000,000 threshold be applied to or any investigation by a Governmental Authority with respect to considered for purposes of calculating the Business involving aggregate amount of the Acquiror Indemnified Parties’ Losses for which the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to has responsibility under clause (1ii) of this Section 9.2: 10.02(b) below); and (aii) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all the Capped Losses incurred or suffered by for which the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be Acquiror Indemnified Parties are entitled to indemnification exceeds ¥4,100,000,000, after which the Parent shall be obligated to indemnify and reimburse the Acquiror Indemnified Parties for the full aggregate amount of all Capped Losses for which the Acquiror Indemnified Parties are entitled to indemnification under Section 10.02(a)(i) that are in excess of ¥4,100,000,000; but only if such Losses arise with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) that involves Losses in excess of ¥5,000,000. Notwithstanding anything to the Deductible Amount; and (c) for contrary herein, in no event shall the Parent be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, with respect to Capped Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates amount in excess of ¥102,000,000,000; provided, that for purposes of determining whether the Indemnity Capamount of Losses has exceeded ¥102,000,000,000, such Losses shall be diminished by any reduction in indemnification occurring by reason of clauses (i) or (ii) of Section 10.07.

Indemnification by the Parent. The Parent shall agrees to indemnify and hold harmless the Purchaser Holder and its Affiliates againsteach other holder of Registrable Securities, and agree to hold each of them harmless fromtheir respective officers, employees, affiliates, directors, managers, partners, members, stockholders, attorneys, representatives and agents, and each person, if any, who controls the Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon (i) any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement or any documents incorporated therein by reference, (ii) any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (iii) any violation by the Parent or its agents of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Parent or its agents and all damage, loss, Liability relating to action or expense (including reasonable expenses inaction required of investigation and reasonable attorneys’ fees and expenses the Parent in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of such registration; and the Parent contained shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in Section 4.1 (connection with investigating or defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that for the purpose of this provision, with respect to Parent will not be liable in any such representation case to the extent that any such expense, loss, claim, damage or warranty (other than liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the representation and warranty contained Parent, in Section 4.1(e)) that contains a qualification or limitation writing, by reference to a “Material Adverse Effect”, a breach such selling holder expressly for use therein. Such indemnity shall survive the transfer of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made securities by the Parent in Holder and any termination of this Agreement, (3) and shall be in addition to any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by liability the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capmay otherwise have.

Indemnification by the Parent. The Parent shall agrees to indemnify and hold harmless the Purchaser Member Holders and its Affiliates againstother parties to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”), and agree to hold each of them harmless fromtheir respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person(s), if any, who controls a Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon (a) any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent and all damage, loss, Liability relating to action or expense (including reasonable expenses inaction required of investigation and reasonable attorneys’ fees and expenses the Parent in connection with any action, suit such registration or proceeding(c) (“Losses”) incurred or suffered any other information provided by the Purchaser Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of its Affiliates because material facts that any purchaser of (1) any breach Registrable Securities lacked at the time of a representation or warranty sale of such Registrable Securities and the Parent contained shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in Section 4.1 (connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that for the purpose of this provision, with respect to Parent will not be liable in any such representation case to the extent that any such expense, loss, claim, damage or warranty (other than the representation liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference conformity with information furnished to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated herebywriting, (5) any failure by such selling holder expressly for use therein. If applicable, the Parent or also shall indemnify any of its Affiliates or any of Underwriter, their respective agentsofficers, affiliates, directors, officers or employees to comply with any federalpartners, state or local law or regulation with respect to members and agents and each Person who controls such Underwriter on substantially the Business at any time prior to same basis as that of the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of indemnification provided above in this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap4.1.

Indemnification by the Parent. The Subject to the other terms and conditions of this Section 9.1, following the Closing, except as provided in ‎Section 9.1(d), Parent shall indemnify the Purchaser indemnify, defend and hold harmless Buyer, each Acquired Entity and each of their respective Affiliates and its Affiliates againstand their respective directors, officers, employees and agents, and agree to hold each of them harmless fromthe heirs, executors, successors and assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”), from and against any and all damageLosses of the Buyer Indemnified Parties relating to, loss, Liability arising out of or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or resulting from any of its Affiliates because the following items (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Encumbrance): (1i) any inaccuracy in or breach of any of the representations or warranties of Parent contained in this Agreement; (ii) any breach or non-performance of a representation any covenant, agreement or warranty obligation to be performed by the Parent Group or any Affiliate thereof contained in this Agreement; (iii) any Indebtedness that is not paid as of the Parent contained Closing, only to the extent such Indebtedness has not been settled pursuant to the consideration adjustment procedures set forth in Section 4.1 2.5 and included as Closing Indebtedness in the final determination of the Final Purchase Price; (providediv) any Transaction Expenses that are not paid as of the Closing, howeveronly to the extent such Transaction Expenses have not been settled pursuant to the consideration adjustment procedures set forth in Section 2.5 and included as Transaction Expenses in the final determination of the Final Purchase Price; (v) any Retained Business Liabilities; (vi) any matter set forth on Schedule 9.1(b); and (vii) any Tail Liabilities related to any Contract (including, that for without limitation, any Project Order) with a customer of the purpose Automation Business or a supplier of this provision, the Automation Business with respect to any such representation acts or warranty (other than the representation and warranty contained in Section 4.1(e)) omissions that contains a qualification occurred during any period on or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity CapClosing Date.

Indemnification by the Parent. The (a) After the Closing and subject to this Article X, the Parent shall indemnify indemnify, defend and hold harmless the Purchaser and Acquiror, its Affiliates and their respective Representatives (collectively, the “Acquiror Indemnified Parties”) against, and agree to hold each reimburse any Acquiror Indemnified Party for, all Losses that such Acquiror Indemnified Party may at any time suffer or incur, or become subject to: (i) as a result of them harmless from, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the any Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant Specified Representation made by the Parent in this Agreement, Agreement at the date hereof or at Closing; or (3ii) any Excluded Liability, (4) any failure as a result of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure Intentional Breach by the Parent or the Seller to perform any of its Affiliates Post-Closing Covenants. (b) Notwithstanding anything to the contrary contained herein, the Parent shall not be required to indemnify, defend or hold harmless any of their respective agentsAcquiror Indemnified Party against, directorsor reimburse any Acquiror Indemnified Party for, officers or employees any Losses other than pursuant to comply with any federalSections 10.02(a)(i) and (ii), state or local law or regulation including with respect to the Business at any time fact, change, condition, matter, occurrence or circumstance that arises or becomes known prior to Closing and/or the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving matters set forth on Section 3.08 of the Parent or any of Disclosure Schedule except as set forth in Section 9.03 in the event this Agreement is terminated in accordance with its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business terms prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding anything to the foregoingcontrary contained herein, the Purchaser and its Affiliates Parent shall not be entitled required to indemnity indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to clause (1) of this Section 9.2: (a10.02(a)(i) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the cumulative aggregate amount of all Losses incurred or suffered by exceeding the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity CapPurchase Price.

Indemnification by the Parent. The In the event of any registration of any ------------------------------------ securities of the Parent shall indemnify under the Purchaser and its Affiliates againstSecurities Act, the Parent will, and agree hereby does, indemnify and hold harmless the holder of any Note Shares covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to hold each which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of them harmless fromor are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and all damagethe Parent will reimburse such holder and each such director, lossofficer, Liability underwriter and controlling person for any legal or expense (including reasonable any other expenses of investigation and reasonable attorneys’ fees and expenses reasonably incurred by them in connection with investigating or defending any actionsuch loss, suit claim, liability, action or proceeding, provided that -------- the Parent shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) (“Losses”) incurred or suffered expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Parent by such holder, for use in the Purchaser preparation thereof and, provided, further that the Parent shall not be liable to any Person who -------- ------- participates as an underwriter, in the offering or sale of Note Shares or to any of its Affiliates because of (1) any breach of a representation or warranty other Person, if any, who controls such underwriter within the meaning of the Parent contained Securities Act, in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation case to the extent that any such loss, claim, damage, liability (or warranty (other than the representation and warranty contained action or proceeding in Section 4.1(e)respect thereof) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach expense arises out of such representation Person's failure to send or warranty shall be deemed to have occurred if there would have been give a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure copy of the Parentfinal prospectus, as the Purchaser same may be then supplemented or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated herebyamended, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at any time or prior to the Closing, (6) written confirmation of the sale of the Note Shares to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any action, suit, proceeding investigation made by or claim or other litigation, on behalf of such holder or any investigation by a Governmental Authority with respect to such director, officer, underwriter or controlling person and shall survive the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect transfer of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered securities by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capsuch holder.

Indemnification by the Parent. The To the extent permitted by law, Parent shall will indemnify the Purchaser and hold harmless LM Canada and each of its Affiliates againstdirectors, officers, and agree any person who controls LM Canada within the meaning of the Securities Act against any losses, claims, damages, or liabilities (joint or several) to hold which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (the "LOSSES") arise out of or are based upon any of the following statements, omissions or violations (collectively a "DISCLOSURE VIOLATION") by Parent: (x) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, (y) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (z) any violation or alleged violation by Parent or each of them harmless fromits directors, officers, or any person who controls Parent within the meaning of the Securities Act, the Exchange Act, any and all damage, loss, Liability other federal or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser state securities law or any of its Affiliates because of (1) any breach of a representation rule or warranty of regulation promulgated under the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the ParentSecurities Act, the Purchaser Exchange Act or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law state securities law in connection with the consummation offering covered by such registration statement; and Parent will reimburse each LM Canada for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that, pursuant to Section 6.3, the indemnity agreement contained in this Section 6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Parent, nor shall Parent be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Disclosure Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by, or on behalf of, LM Canada; and provided further, that if any claim, action, demand, loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission contained in any preliminary prospectus which did not appear in the final prospectus and if LM Canada delivered a copy of the transactions contemplated herebypreliminary prospectus to the Person alleging damage and failed to deliver a copy of the final prospectus to such Persons, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation shall not be liable with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect claims of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity CapPerson.

Indemnification by the Parent. The (a) Subject to the limitations set forth herein, from and after the Merger Closing, the Parent shall indemnify and defend the Purchaser Common Stockholders and its their respective Affiliates and stockholders, members, managers, officers, directors, employees, agents, successors 55 and assigns (the “Seller Indemnitees”) against, and agree to shall hold each of them the Seller Indemnitees harmless from, any and all damage, loss, Liability Loss incurred or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses sustained by any Seller Indemnitees in connection with any actionwith, suit or proceeding) otherwise arising from, (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1i) any breach of a any representation or warranty of the Parent or the Merger Sub contained in this Agreement and in any certificate delivered pursuant hereto or (ii) any covenant or agreement of the Parent or the Merger Sub contained in this Agreement. (b) The Parent shall indemnify and defend the Company, the other Group Companies, the Common Stockholders and their respective Affiliates and stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Company Indemnitees”) against, and shall hold the Company Indemnitees harmless from, any Loss incurred or sustained by any of the Company Indemnitees in connection with, or otherwise arising from, (i) the Securities Purchase or (ii) the Restructuring; provided that (x) the Parent shall not have any indemnification obligations under this Section 4.1 9.03(b) to the extent the Loss arose out of, as a result of, or in connection with, the failure by the Company to conduct the Restructuring (providedor any step thereof) in accordance with Schedule A (or any modifications as may be agreed by the Company and the Parent), howeverand (y) without limiting clause (x), that for the purpose Parent shall only have indemnification obligations under this Section 9.03(b) to the extent the Loss would not have otherwise arisen as a result of the Merger or any other transactions contemplated by this provision, with respect to any such representation or warranty Agreement (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser Securities Purchase or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law the steps undertaken in connection accordance with the consummation Restructuring). The amount of any Loss otherwise indemnifiable pursuant to this Section 9.03(b) shall be equitably reduced by the amount of any current or future Tax or other benefit available to the Company Indemnitees as a result of the transactions contemplated herebyRestructuring and the Securities Purchase, (5) any failure but only to the extent agreed by the Seller Representative in good faith. The indemnification obligations of Parent under this Section 9.03(b) shall be effective regardless of whether the Securities Purchase Closing or Merger Closing occurs and, if this Agreement is terminated, shall survive any termination of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or this Agreement other litigation, or any investigation by a Governmental Authority with respect to the Business involving than in circumstances in which the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be is entitled to indemnity terminate this Agreement pursuant to clause (1Section 10.01(b) of this or Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap10.01(c).

Indemnification by the Parent. The Parent shall indemnify indemnify, to the Purchaser fullest extent permitted by law, each holder of Registrable Securities, its officers, partners, directors and its Affiliates againstagents, if any, and agree to hold each Person, if any, who controls such holder within the meaning of them harmless fromsection 15 of the Securities Act, any and against all damagelosses, lossclaims, Liability damages, liabilities (or expense (including reasonable expenses of investigation and reasonable attorneys’ fees proceedings in respect thereof) and expenses in connection with (under the Securities Act or common law or otherwise), joint or several, resulting from any action, suit or proceeding) (“Losses”) incurred or suffered violation by the Purchaser Parent of the provisions of the Securities Act or any of its Affiliates because of (1) any breach untrue statement or alleged untrue statement of a representation material fact contained in any registration statement or warranty prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Parent by such holder expressly for use therein. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Parent contained in Section 4.1 (provided, however, that for to indemnify any holder of Registrable Securities or any other Person pursuant to the purpose of this provision, with respect preceding sentence. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, the Parent agrees, to the extent required by such representation underwriters, to enter into an underwriting or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach agreement providing for indemnity of such representation or warranty shall be deemed to have occurred underwriters, their officers, partners, directors and agents, if there would have been a breach any, and each Person, if any, who controls such underwriters within the meaning of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure section 15 of the Parent, Securities Act to the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation same extent as hereinbefore provided with respect to the Business indemnification of the holders of Registrable Securities; provided that the Parent shall not be required to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at any time or prior to the Closing, (6) any action, suit, proceeding written confirmation of the sale of Registrable Securities to such Person if such statement or claim omission was corrected in such amended or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business supplemented final prospectus prior to such written confirmation and the Closing, (7) the failure by the Parent underwriter was provided with such amended or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capsupplemented final prospectus.

Indemnification by the Parent. The In the event of any registration under the Securities Act pursuant to Section 2 of any Registrable Securities, the Parent shall indemnify the Purchaser and its Affiliates againstwill, and agree hereby does, indemnify and hold harmless each Holder and each other person, if any, who controls such Holder within the meaning of the Securities Act (collectively, the “Indemnified Parties”), against any losses, claims, damages or liabilities, joint or several, to hold each which the Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of them harmless fromor are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or any document incorporated therein by reference, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of any violation by the Parent of any rule or regulation promulgated under the Securities Act or state securities law applicable to the Parent and all damage, loss, Liability relating to action or expense (including reasonable expenses inaction required of investigation and reasonable attorneys’ fees and expenses the Parent in connection with any actionsuch registration, suit and the Parent will reimburse the Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (; provided, however, that for the purpose of this provision, with respect Parent shall not be liable to any Indemnified Party in any such representation case to the extent that any such loss, claim, damage, liability (or warranty (other than action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the representation Parent by such Indemnified Party specifically for use therein; and warranty provided further, that the Parent shall not be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in Section 4.1(e)) any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising arises out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees an Indemnified Person seeking indemnity hereunder to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation deliver a prospectus as required by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity CapSecurities Act.

Indemnification by the Parent. The Subject to the limitations provided herein, the Parent shall shall, for a period commencing from the Closing Date and ending on the first anniversary of the Closing Date, indemnify the Purchaser and its Affiliates againstCompany Stockholders in respect of, and agree to hold each of them harmless fromagainst, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) Damages incurred or suffered by the Purchaser Company Stockholders resulting from: (a) any misrepresentation or breach of warranty by or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate; (b) any claim by a stockholder or former stockholder of the Parent, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Parent prior to the Effective Time; (ii) any rights of a stockholder prior to the Effective Time, including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the certificate of incorporation or bylaws of the Parent prior to the Effective Time or (iv) any claim that his, her or its shares were wrongfully repurchased by the Company prior to the Effective Time; and (c) any claim for brokers’ or finders’ fees or agents’ commissions arising from or through the Parent or any of its pre-Merger Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the negotiation or consummation of the transactions contemplated hereby, by this Agreement; and (5d) any failure Environmental Claim relating to or arising from the activities and operations of the Company, the Surviving Corporation or any of their Subsidiaries after the Effective Time, regardless of when the environmental hazard giving rise to such Environmental Claim is discovered, and any liability for any Abandonment and Reclamation Liabilities of the Company, the Surviving Corporation or any of their Subsidiaries (or their respective successors) other than those relating to any mines, structures, buildings, equipment and other facilities or any lands that were, or were required pursuant to applicable Law to have been, abandoned, decommissioned or reclaimed, as the case may be, prior to the Effective Time. Notwithstanding the foregoing, except with respect to any fraud or willful misconduct by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply in connection with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoingthis Agreement, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this post-Closing adjustment mechanism set forth in Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates 1.9 shall be the exclusive means for the Company Stockholders to collect any Damages for which they are entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capunder this Article VI.

Indemnification by the Parent. The (a) After the Closing and subject to this Article X, the Parent shall indemnify indemnify, defend and hold harmless the Purchaser and Acquiror, its Affiliates and their respective Representatives (collectively, the “Acquiror Indemnified Parties”) against, and agree to hold each reimburse any Acquiror Indemnified Party for, all Losses (other than Losses that are Taxes that are (i) the subject of them harmless fromindemnification under Section 7.03(a) or (ii) Taxes arising as a result of, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any actionwith, suit the inaccuracy or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a any representation or warranty of made by the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, 3.21 with respect to any Post-Closing Taxable Periods) that such Acquiror Indemnified Party may at any time suffer or incur, or become subject to as a result of or in connection with: (i) any inaccuracy or breach of any representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, ; and (3ii) any Excluded Liability, (4) any failure of the Parent, the Purchaser breach or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or to perform any of their respective agentsits covenants, directorsobligations or agreements contained in this Agreement. (b) Notwithstanding anything to the contrary contained herein, officers the Parent shall not be required to indemnify, defend or employees hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to comply with Section 10.02(a)(i) (other than Losses arising out of the inaccuracy or breach of any federal, state or local law or regulation Parent Fundamental Representations) (i) with respect to the Business at any time prior to the Closingclaim (or series of claims arising from substantially similar underlying facts, events or circumstances) unless such claim (6or series of claims arising from substantially similar underlying facts, events or circumstances) involves Losses in excess of $200,000 (nor shall any action, suit, proceeding or such claim or other litigation, series of claims that do not meet the 84 $200,000 threshold be applied to or any investigation by a Governmental Authority with respect to considered for purposes of calculating the Business involving aggregate amount of the Acquiror Indemnified Parties’ Losses for which the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to has responsibility under clause (1ii) of this Section 9.2: (a10.02(b) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amountbelow); (bii) for any Losses until the aggregate amount of all the Acquiror Indemnified Parties’ Losses incurred or suffered by for which the Purchaser or any of its Affiliates (excluding Losses related Acquiror Indemnified Parties are finally determined to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be otherwise entitled to indemnification under Section 10.02(a)(i) exceeds $17,000,000, after which the Parent shall be obligated for all Acquiror Indemnified Parties’ Losses for which the full amount Acquiror Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 10.02(a)(i) that are in excess of $17,000,000, but only if such excess Losses arise with respect to any claim (or series of related claims arising from substantially similar underlying facts, events or circumstances) that involves Losses in excess of the Deductible Amount$200,000; and (ciii) for Lossesin a cumulative aggregate amount exceeding $510,000,000. For purposes of determining whether the threshold set forth in clause (iii) of this Section 10.02(b) has been met or exceeded, in the aggregate, incurred or suffered any amount paid by the Purchaser or Parent for Losses pursuant to Section 10.02(a)(i), other than any of its Affiliates Losses in excess respect of the Indemnity Capinaccuracy or breach of any Parent Fundamental Representations, shall be taken into account. Notwithstanding anything to the contrary contained herein, the Parent shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to Section 10.02(a)(i) in a cumulative aggregate amount exceeding the Purchase Price.

Indemnification by the Parent. The Parent shall agrees to indemnify and hold harmless each Selling Shareholder and each person, if any, who controls such Selling Shareholder within the Purchaser meaning of the Securities Act (a "Selling Shareholder Affiliate"), from and its Affiliates againstagainst any losses, claims, damages or liabilities to which such Selling Shareholder or Selling Shareholder Affiliate may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any failure by Parent to fulfill any undertaking included in the Registration Statement (each, a "Violation"), and agree to hold each of them harmless fromParent will pay, as incurred, any and all damage, loss, Liability reasonable legal or expense (including reasonable other expenses of investigation and reasonable attorneys’ fees and expenses reasonably incurred by any person entitled to be indemnified pursuant to this Section 2(a) in connection with investigating, defending or preparing to defend any action, suit proceeding or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (claim relating to such Violation; provided, however, that for the purpose of indemnity contained in this provision, with respect Section 2(a) shall not apply to any amounts paid by, or on behalf of, a Selling Shareholder or a Selling Shareholder Affiliate in settlement of any such representation loss, claim, damage or warranty liability if such settlement is effected without the consent of Parent (other than the representation and warranty contained in Section 4.1(ewhich consent shall not be unreasonably withheld)) that contains a qualification or limitation by reference , nor shall Parent be liable to a “Material Adverse Effect”Selling Shareholder or a Selling Shareholder Affiliate in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent Violation which occurs in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply reliance upon and in conformity with any applicable “bulk sales” or similar Requirement of Law written information furnished expressly for use in connection with the consummation of the transactions contemplated hereby, (5) any failure such Registration Statement by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity CapSelling Shareholder.

Indemnification by the Parent. The (a) Each of the Parent shall and the Merger-Sub, jointly and severally agrees to indemnify the Purchaser and hold harmless Mango and its Affiliates againststockholders, directors, employees, counsel and agree to hold each agents against and in respect of them harmless from, any and all damageclaims as and when incurred, lossarising out of or based upon any breach or inaccuracy of any representation, Liability warranty, covenant or expense agreement of the Parent or the Merger-Sub contained in this Agreement (including reasonable expenses the Exhibits and Schedules attached hereto) or any certificates delivered pursuant to this Agreement. (b) Each indemnified party (a "Mango Indemnitee") shall give the Parent prompt notice of investigation any claim asserted or threatened against such Mango Indemnitee on the basis of which such Mango Indemnitee intends to seek indemnification (but the obligations of the Parent and reasonable attorneys’ the Merger-Sub shall not be conditioned upon receipt of such notice, except to the extent that the Parent or the Merger-Sub is actually prejudiced by such failure to give notice). If the claim is a third party claim, demand, action or proceeding, the Parent or the Merger-Sub, as the case may be, promptly shall assume the defense of any Mango Indemnitee, with counsel reasonably satisfactory to such Mango Indemnitee, and the fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by of such counsel shall be the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty sole cost and expense of the Parent contained in Section 4.1 (providedand the Merger-Sub, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation jointly and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closingseverally. Notwithstanding the foregoing, any Indemnitee shall be entitled, at his or its expense, to employ counsel separate from counsel for the Purchaser Parent and its Affiliates from any other party in such action, proceeding or investigation. No Indemnitee may agree to a settlement of claim without the prior written approval of the Parent which approval shall not be entitled unreasonably withheld. The Parent may not agree to indemnity pursuant to clause (1) a settlement of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less claim involving anything other than the De Minimis Claim Amount; (b) for any Losses until payment of money without the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess prior written approval of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity CapMango Indemnitee which shall not be unreasonably withheld.

Indemnification by the Parent. The From and after the Closing, Parent shall indemnify defend, indemnify, hold harmless and waive any claim for contribution against the Purchaser Buyer, the Company and its Affiliates againstall of their officers, directors, employees, agents and agree to hold each affiliates from and against and in respect of them harmless from, any and all damage, loss, Liability Losses and Expenses arising out of or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect due to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or any representation, warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by of the Parent Seller contained in this Agreement, provided, that Parent shall have no obligation to indemnify Buyer (3other than for indemnification claims with a respect to a breach of the representations or warranties contained in Sections 3.6 and 3.9 hereof which shall not be subject to this proviso) any Excluded Liabilityuntil the aggregate Losses and Expense to which it would be entitled to be indemnified pursuant to this sentence shall equal or exceed Two Million Dollars ($2,000,000), in which event Parent shall be obligated only for Losses and Expenses in excess of such sum; and provided further, that the liability of Parent for indemnification hereunder shall be limited to, and all such claims for indemnification hereunder shall be payable solely from (and to the extent of), (4i) any failure the Cash Escrow Amount pursuant to the terms and conditions of the Parent, the Purchaser or Cash Indemnification Escrow Agreement for any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation indemnification claim other than with respect to a breach of the Business at representations or warranties contained in Section 3.9, (ii) the Tax Letter of Credit Escrow Amount pursuant to the terms and conditions of the Tax Letter of Credit Indemnification Escrow Agreement for any time indemnification claim with respect to a breach of the representations contained in Section 3.9, and (iii) the Supplemental Letter of Credit Escrow Amount pursuant to the terms and conditions of the Supplemental Letter of Credit Indemnification Escrow Agreement, if and only if (A) the Cash Escrow Amount has been exhausted (and not in any event with respect of a claim for a breach of the representations in Section 3.9), or (B) a claim for indemnification is made with respect to a breach of the representations in Section 3.19 after the date that is fifteen (15) months after the Closing Date. The indemnification provided for in this Section 8.1 shall terminate on the date that is fifteen (15) months after the Closing Date and no claim may be made by Buyer hereunder or pursuant to the Cash Indemnification Escrow Agreement, the Supplemental Letter of Credit Indemnification Escrow Agreement, the Tax Letter of Credit Indemnification Escrow Agreement or otherwise thereafter, except for (x) indemnification claims with respect to a breach of the representations or warranties contained in Section 3.19 which may be made pursuant to the Supplemental Letter of Credit Indemnification Escrow Agreement prior to the Closingdate that is thirty (30) months after the Closing Date, and (6y) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority indemnification claims with respect to a breach of the Business involving the Parent representations or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect warranties contained in Section 3.9 which may be made pursuant to the Business Tax Letter of Credit Indemnification Escrow Agreement prior to the Closing, date that is thirty-six (736) months after the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior Closing Date. Notwithstanding anything herein to the Closingcontrary, an indemnification claim in respect of a breach of the representations or (8) any false or misleading advertising or other misrepresentation by warranties in Sections 3.6 and 3.18(c) and the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates covenants set forth in Section 5.11 shall not be entitled subject to indemnity pursuant to clause (1) any of the limitations in this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap8.1.

Indemnification by the Parent. The Effective as of and after the Closing, Parent shall defend, indemnify the Purchaser and hold harmless Purchaser, its Affiliates, its and their respective successors and assigns, and its Affiliates againstand their respective directors, officers and agree to hold each of them harmless fromemployees (collectively, the “Purchaser Indemnified Parties”) from and against (i) any and all damage, loss, Liability Losses (regardless of whether or expense (including reasonable expenses not such Losses relate to a Third Party Claim) of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser Indemnified Parties, in each case, to the extent arising out of or any of its Affiliates because of (1) resulting from any breach of a representation any covenant or warranty agreement of the Parent contained in Section 4.1 this Agreement that by its terms contemplate performance in whole or in part after the Closing and (providedii) any and all Actions, howeverLosses and Liabilities (regardless of whether or not such Losses or Liabilities relate to a Third Party Claim) of the Purchaser Indemnified Parties, that for in each case, arising out of or resulting from any Carrier Liabilities, including any Liability relating to, arising out of, or resulting from, the purpose matters set forth on Schedule IV, in the case of this provisionclause (ii), with respect to whether any such representation Liability arises before or warranty after the Closing, is known or unknown or contingent or accrued. Parent covenants and agrees to the agreements and obligations in Schedule IV as if fully set forth herein. Notwithstanding anything in this Agreement to the contrary, ▇▇▇▇▇▇’s indemnification obligations hereunder in respect of the Specified Tax Liability shall terminate at and not survive the seven (other than 7) year anniversary of the representation Closing Date and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty there shall be deemed no liability to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any under this Agreement after such date in respect of their respective agentsthe Specified Tax Liability. The termination of Parent’s indemnification obligations hereunder in respect of the Specified Tax Liability shall not be tolled, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigationdelayed, or stayed to any investigation by a Governmental Authority with respect to period after the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, seven (7) year anniversary of the failure by Closing Date for any reason, including due to any Purchaser Indemnified Party having made (whether before or after the Parent or any termination of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity applicable period) an indemnification claim pursuant to clause (1) of this Section 9.2: (a) in respect of Agreement or due to any individual set of claims, facts pending or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis ongoing Tax Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap.

Indemnification by the Parent. The (a) Subject to the other terms and conditions of this Agreement, Parent and MergerCo shall indemnify indemnify, defend and hold harmless, the Purchaser Securityholders and its Affiliates their respective officers, directors and members of their boards or representatives (each a “Securityholder Indemnified Party”) to the extent of any losses asserted against, and agree to hold each imposed upon or incurred or sustained by any of them harmless the Securityholder Indemnified Parties, as the same are incurred, arising out of, relating to, resulting from, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in whole or in part sustained in connection with any action, suit or proceedingwith: (i) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a any representation or warranty of the Parent or MergerCo contained in Section 4.1 (herein; provided, however, that any materiality qualifications contained in such representations and warranties shall be disregarded for the purpose of assessing any indemnification obligation under this provision, with respect to Section 9.3(a)(i); or (ii) any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of any covenant or agreement of Parent or MergerCo contained herein. (b) If any Securityholder Indemnified Party seeks indemnification under this Section 9.3 such representation or warranty party shall give written notice to Parent of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be deemed to have occurred brought or asserted in writing by any third party which, if there adversely determined, would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by entitle the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled Securityholder Indemnified Party to indemnity pursuant to clause (1) of this Section 9.2: 9.3, the Securityholder Indemnified Party shall promptly notify Parent of the same in writing, specifying in reasonable detail (aif known) the basis of such claim and the facts pertaining thereto, and Parent, if it so elects by written notice to the Securityholder Indemnified Party, shall assume and control the defense thereof (and shall consult with the Securityholder Indemnified Party with respect thereto), including employment of counsel reasonably satisfactory to the Securityholder Indemnified Party and the payment of expenses. If Parent elects to assume and control the defense, the Securityholder Indemnified Party shall have the right to employ counsel separate from counsel employed by Parent in respect any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Securityholder Indemnified Party shall be at the expense of the Securityholder Indemnified Party, unless (i) the employment thereof has been specifically authorized by Parent in writing, (ii) there exists a conflict of interest between the interests of the Securityholder Indemnified Party and Parent, or (iii) the Parent has failed to assume the defense and employ counsel. Notwithstanding anything to the contrary in the foregoing, in no event shall Parent be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for the Securityholder Indemnified Parties in connection with any one Proceeding or separate but similar or related Proceedings in the same jurisdiction arising out of the same general allegations or circumstances. Parent shall not be liable for any settlement of any individual set Proceeding that is effected without the written consent of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity CapParent.

Indemnification by the Parent. The Parent shall agrees to indemnify and hold harmless, to the Purchaser and its Affiliates againstfullest extent permitted by law, and agree to hold each of them harmless fromthe Holders, each of their respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives (collectively, the “Stockholder Parties”) from and against any and all damagelosses, losspenalties, Liability judgments, suits, costs, claims, damages, liabilities and expenses, joint or expense several (including reasonable expenses of investigation and reasonable documented attorneys’, accountants’ and experts’ fees and expenses in connection with any action, suit or proceedingand costs and expenses of investigation) (each, a “Loss” and collectively “Losses”) incurred insofar as such Losses arise out of or suffered by are relating to (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Purchaser Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of its Affiliates because of any Prospectus under Rule 159 under the Securities Act), any Issuer Free Writing Prospectus or amendment or supplement thereto and (1ii) any breach omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a representation Prospectus, preliminary Prospectus or warranty Issuer Free Writing Prospectus, in light of the Parent contained in Section 4.1 (providedcircumstances under which they were made) not misleading, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreementwill reimburse, (3) as incurred, each such Stockholder Party for any Excluded Liability, (4) legal and any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law other expenses reasonably incurred in connection with the consummation of the transactions contemplated herebyinvestigating or defending any such claim, (5) any failure by loss, damage, liability or action; provided, that the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled liable to indemnity any Stockholder Party to the extent that any such Loss arises out of or is relating to an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Parent by such indemnified party expressly for use in the preparation thereof (including without limitation any written information provided for inclusion in the Registration Statement pursuant to clause (1) of this Section 9.2: (a) 2.04(a)(i)). This indemnity shall be in respect addition to any liability the Parent may otherwise have. Such indemnity shall remain in full force and effect regardless of any individual set investigation made by or on behalf of claims, facts or occurrences such Holder or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if Stockholder Party and shall survive the aggregate Losses in respect transfer of such De Minimis Claim are less than securities by such Holder. The Company shall also indemnify the De Minimis Claim Amount; underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (b) for any Losses until within the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess meaning of the Deductible Amount; Securities Act and (cthe Exchange Act) for Losses, in the aggregate, incurred or suffered as may be reasonably requested by the Purchaser or any of its Affiliates in excess of the Indemnity Capsuch parties and on customary terms.

Indemnification by the Parent. The (a) In accordance with and subject to the provisions of this Section 7, the Parent shall indemnify and hold harmless the Purchaser Buyer and its Affiliates against, the Surviving Company and agree to hold each their affiliates (the “Surviving Company Indemnitees”) from and against and in respect of them harmless from, any and all loss, damage, lossdiminution in value, Liability or expense (liability, cost and expense, including reasonable expenses of investigation and reasonable attorneys’ fees and expenses amounts paid in connection with any actionsettlement (collectively, suit or proceeding) (the “Buyer Indemnified Losses”) ), suffered or incurred or suffered by the Purchaser Surviving Company Indemnitees by reason of, or any of its Affiliates because arising out of (1i) any misrepresentation or breach of a representation or warranty of the Company or the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) or in any Excluded Liability, (4) any failure schedules delivered to the Buyer by or on behalf of the Parent, Company or the Purchaser Parent pursuant to this Agreement; (ii) the breach of any covenant or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation agreement of the transactions contemplated hereby, Company or the Parent contained in this Agreement; or (5iii) the Retained Liabilities. (b) The Parent shall reimburse the Buyer and the Surviving Company on demand for any failure Buyer Indemnified Losses suffered by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation Buyer with respect to the Business at any time prior to the Closingmatters other than claims, (6) any actionactions or demands brought, suit, proceeding made or claim or other litigation, or any investigation instituted by a Governmental Authority with third party (“Third Party Claims”). With respect to the Business involving Third Party Claims, the Parent shall reimburse the Buyer and the Surviving Company on demand for any Buyer Indemnified Losses suffered by the Buyer or any of its Affiliates or any of their respective agentsthe Surviving Company, directors, officers or employees arising out based on the judgment of any action court of competent jurisdiction or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) a bona fide compromise or settlement in respect of any individual set of claimsBuyer Indemnified Losses. The Parent shall have the opportunity to defend at its expense any claim, facts action or occurrences demand for which the Buyer or any series of related claims, facts or occurrences the Surviving Company claims indemnity against the Parent; provided that: (each such individual set of claims, facts or occurrences, a “De Minimis Claim”i) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amountdefense is conducted by reputable counsel; (bii) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates defense is expressly assumed in writing within twenty (excluding Losses related to all De Minimis Claims20) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess days after written notice of the Deductible Amountclaim, action or demand is delivered to the Parent; and (ciii) counsel for Lossesthe Buyer and the Surviving Company may participate at all times and in all proceedings (formal and informal) relating to the defense, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess compromise and settlement of the Indemnity Capclaim, action or demand at the expense of the Buyer and the Surviving Company.

Indemnification by the Parent. The From and after the Closing, Parent shall indemnify defend, indemnify, hold harmless and waive any claim for contribution against the Purchaser Buyer, the Company and its Affiliates againstall of their officers, directors, employees, agents and agree to hold each affiliates from and against and in respect of them harmless from, any and all damage, loss, Liability Losses and Expenses arising out of or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect due to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or any representation, warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by of the Parent Seller contained in this Agreement, PROVIDED, that Parent shall have no obligation to indemnify Buyer (3other than for indemnification claims with a respect to a breach of the representations or warranties contained in SECTIONS 3.6 and 3.9 hereof which shall not be subject to this proviso) any Excluded Liabilityuntil the aggregate Losses and Expense to which it would be entitled to be indemnified pursuant to this sentence shall equal or exceed Two Million Dollars ($2,000,000), in which event Parent shall be obligated only for Losses and Expenses in excess of such sum; and PROVIDED FURTHER, that the liability of Parent for indemnification hereunder shall be limited to, and all such claims for indemnification hereunder shall be payable solely from (and to the extent of), (4i) any failure the Cash Escrow Amount pursuant to the terms and conditions of the Parent, the Purchaser or Cash Indemnification Escrow Agreement for any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation indemnification claim other than with respect to a breach of the Business at representations or warranties contained in SECTION 3.9, (ii) the Tax Letter of Credit Escrow Amount pursuant to the terms and conditions of the Tax Letter of Credit Indemnification Escrow Agreement for any time indemnification claim with respect to a breach of the representations contained in SECTION 3.9, and (iii) the Supplemental Letter of Credit Escrow Amount pursuant to the terms and conditions of the Supplemental Letter of Credit Indemnification Escrow Agreement, if and only if (A) the Cash Escrow Amount has been exhausted (and not in any event with respect of a claim for a breach of the representations in SECTION 3.9), or (B) a claim for indemnification is made with respect to a breach of the representations in SECTION 3.19 after the date that is fifteen (15) months after the Closing Date. The indemnification provided for in this SECTION 8.1 shall terminate on the date that is fifteen (15) months after the Closing Date and no claim may be made by Buyer hereunder or pursuant to the Cash Indemnification Escrow Agreement, the Supplemental Letter of Credit Indemnification Escrow Agreement, the Tax Letter of Credit Indemnification Escrow Agreement or otherwise thereafter, except for (x) indemnification claims with respect to a breach of the representations or warranties contained in SECTION 3.19 which may be made pursuant to the Supplemental Letter of Credit Indemnification Escrow Agreement prior to the Closingdate that is thirty (30) months after the Closing Date, and (6y) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority indemnification claims with respect to a breach of the Business involving the Parent representations or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect warranties contained in SECTION 3.9 which may be made pursuant to the Business Tax Letter of Credit Indemnification Escrow Agreement prior to the Closing, date that is thirty-six (736) months after the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior Closing Date. Notwithstanding anything herein to the Closingcontrary, an indemnification claim in respect of a breach of the representations or (8) any false or misleading advertising or other misrepresentation by warranties in SECTIONS 3.6 and 3.18(c) and the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates covenants set forth in SECTION 5.11 shall not be entitled subject to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, limitations in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capthis SECTION 8.1.

Indemnification by the Parent. The If the Closing occurs, subject to the terms of this Article IX, the Parent shall indemnify the Purchaser and hold Buyer, its Affiliates against, and agree to hold each of them their respective officers, directors, shareholders, managers, members, employees, agents, Representatives, successors and permitted assigns (each such Person, a “Buyer Indemnified Party”) harmless from, against and in respect of any and all damagedirect and actual losses, losscosts, Liability expenses, claims, damages, obligations, liabilities, judgments, demands or expense actions, whether or not arising out of third party claims, including, interest, penalties, reasonable attorneys fees (including reasonable expenses of investigation one law firm) and reasonable attorneysaccountants’ fees and expenses disbursements, court costs and all reasonable amounts paid in connection investigation, defense or settlement (in accordance with the terms of this Agreement, as applicable) of any action, suit or proceeding) of the foregoing (“LossesDamages”) ), which such Buyer Indemnified Party has incurred or suffered by the Purchaser or any of its Affiliates because of as a result of: (1a) any breach of a any representation or warranty of Parent or the Parent contained Company made in Section 4.1 (provided, however, that for the purpose Article III of this provision, with respect to Agreement; (b) any such breach of any representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in Article IV of the Agreement; (c) any breach or nonfulfillment of any covenant or agreement of the Acquired Companies contained in this Agreement, ; (3d) any Excluded Liabilityand all liabilities resulting from or arising out of, directly, or indirectly, Parent’s ownership of the Acquired Companies or the operation of their respective businesses prior to Closing, including all Indebtedness and Transaction Expenses on Annex B; provided however, that Parent shall have no such obligation with respect to those liabilities specifically (4and to the extent) described on Section 9.2(d) of the Company Disclosure Schedule. Furthermore, for the avoidance of doubt, liabilities subject to the first clause of this Section 9.2(d) shall not include those liabilities that first accrue and are to be performed from or after the Closing under Contracts to which the Acquired Companies are a party that are accrued as of the date hereof, provided that such liability did not arise because of a breach or default, or would have been paid, performed or discharged on or prior to Closing but for a breach or default, under such Contract by Parent or an Acquired Company prior to Closing. (e) any failure and all claims for payment of the Parent, the Purchaser fees and/or expenses of a broker or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law finder in connection with the origin, negotiation or execution of this Agreement or the other Company Transaction Documents or the consummation of the transactions contemplated herebyhereby based upon any agreement, (5) any failure by arrangement or understanding between the Parent or any of its Affiliates claimant and the Parent, the Company or any of their respective agents, directors, officers agents or employees to comply with Representatives (f) (i) Taxes of any federal, state or local law or regulation Acquired Company with respect to the Business at any time prior Pre-Closing Tax Period (or portion thereof, determined in a manner consistent with Section 6.4 hereof), (ii) any Tax resulting from or attributable to the Closingconsummation of the transactions contemplated by this Agreement (other than Taxes described in Section 10.1), (6iii) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to Taxes of the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the ClosingParent, or (8) iv) the unpaid Taxes of any false or misleading advertising or person other misrepresentation by the Parent than an Acquired Company under Treasury Regulation Section 1.1502-6 (or any similar provision of its Affiliates state, local, or any of their respective agentsforeign law), directorsas a transferee or successor, officers by contract or employees to Cardholders prior otherwise. Each claim described in this Section 9.2(f) (to the Closing. Notwithstanding extent that such claim relates to the foregoing, representations and warranties set forth in Section 3.18 or the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause covenants set forth in Section 6.4 or in clauses (1i) through (iv) of this Section 9.2: (a9.2(f) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, is referred to herein as a “De Minimis Tax Claim” and collectively as the “Tax Claims”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap).

Indemnification by the Parent. The (a) Subject to the limitations set forth herein, from and after the Merger Closing, the Parent shall indemnify and defend the Purchaser Common Stockholders and its their respective Affiliates and stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Seller Indemnitees”) against, and agree to shall hold each of them the Seller Indemnitees harmless from, any and all damage, loss, Liability Loss incurred or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses sustained by any Seller Indemnitees in connection with any actionwith, suit or proceeding) otherwise arising from, (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1i) any breach of a any representation or warranty of the Parent or the Merger Sub contained in this Agreement and in any certificate delivered pursuant hereto or (ii) any covenant or agreement of the Parent or the Merger Sub contained in this Agreement. (b) The Parent shall indemnify and defend the Company, the other Group Companies, the Common Stockholders and their respective Affiliates and stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Company Indemnitees”) against, and shall hold the Company Indemnitees harmless from, any Loss incurred or sustained by any of the Company Indemnitees in connection with, or otherwise arising from, (i) the Securities Purchase or (ii) the Restructuring; provided that (x) the Parent shall not have any indemnification obligations under this Section 4.1 9.03(b) to the extent the Loss arose out of, as a result of, or in connection with, the failure by the Company to conduct the Restructuring (providedor any step thereof) in accordance with Schedule A (or any modifications as may be agreed by the Company and the Parent), howeverand (y) without limiting clause (x), that for the purpose Parent shall only have indemnification obligations under this Section 9.03(b) to the extent the Loss would not have otherwise arisen as a result of the Merger or any other transactions contemplated by this provision, with respect to any such representation or warranty Agreement (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser Securities Purchase or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law the steps undertaken in connection accordance with the consummation Restructuring). The amount of any Loss otherwise indemnifiable pursuant to this Section 9.03(b) shall be equitably reduced by the amount of any current or future Tax or other benefit available to the Company Indemnitees as a result of the transactions contemplated herebyRestructuring and the Securities Purchase, (5) any failure but only to the extent agreed by the Seller Representative in good faith. The indemnification obligations of Parent under this Section 9.03(b) shall be effective regardless of whether the Securities Purchase Closing or Merger Closing occurs and, if this Agreement is terminated, shall survive any termination of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or this Agreement other litigation, or any investigation by a Governmental Authority with respect to the Business involving than in circumstances in which the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be is entitled to indemnity terminate this Agreement pursuant to clause (1Section 10.01(b) of this or Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap10.01(c).

Indemnification by the Parent. The Parent shall agrees to indemnify and hold harmless each Purchaser, the partners, members, officers and directors of each Purchaser and its Affiliates againsteach Person or entity, if any, who controls such Purchaser or any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and agree to hold each of them harmless fromagainst any losses, any and all damageclaims, lossdamages or liabilities (collectively, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred to which they may become subject (under the Securities Act or suffered otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement or any other Offering Document by the Purchaser Parent or any of its Affiliates because of (1) any breach untrue statement or alleged untrue statement of a representation material fact contained in the Registration Statement or warranty any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or arise out of any failure by the Parent contained to fulfill any undertaking included in Section 4.1 (the Registration Statement and the Parent will, as incurred, reimburse such Purchaser, partner, member, officer, director or controlling Person for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Parent shall not be liable in any such case to the extent that such Loss arises out of, or is based upon, an untrue statement or omission or alleged untrue statement or omission made in such Registration Statement in reliance upon and in conformity with written information furnished to the Parent by or on behalf of such Purchaser, partner, member, officer, director or controlling Person specifically for use in preparation of the purpose Registration Statement or any breach of this provisionAgreement by such Purchaser; provided further, with respect however, that the Parent shall not be liable to any such representation Purchaser of Registrable Securities (or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification any partner, member, officer, director or limitation by reference to a “Material Adverse Effect”, a breach controlling Person of such representation Purchaser) to the extent that any such Loss is caused by an untrue statement or warranty shall be omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) such Purchaser failed to send or deliver a copy of the final prospectus with or prior to, or, if Rule 172 is then in effect, such Purchaser failed to confirm that a final prospectus was deemed to have occurred if there would have been a breach be delivered prior to, the delivery of written confirmation of the sale by such representation Purchaser to the Person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or warranty absent such qualification or limitation)omission, (2ii) any material breach (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of an agreement the Parent with copies of the prospectus as so amended or covenant made supplemented or, if Rule 172 is then in effect, notified by the Parent that such amended or supplemented prospectus has been filed with the SEC, such Purchaser thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to, or, if Rule 172 is then in this Agreementeffect, (3) any Excluded Liabilitysuch Purchaser fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to, (4) any failure the delivery of written confirmation of the Parent, the Purchaser or any sale of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect a Registrable Security to the Business at any time prior to Person asserting the Closing, claim from which such Loss resulted or (iii) such Purchaser sold Registrable Securities in violation of such Purchaser’s covenant contained in Paragraph (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capbelow.

Indemnification by the Parent. The Parent shall agrees to indemnify and hold harmless the Purchaser Holder of Registrable Securities which has included Registrable Securities in a registration statement, its officers, directors and its Affiliates againstagents and each person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and agree to hold each of them harmless from, against any and all damagelosses, lossclaims, Liability or expense damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or final prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses of investigation and reasonable attorneys’ fees and expenses in connection with arise out of, or are based upon, any action, suit such untrue statement or proceeding) (“Losses”) incurred or suffered omission based upon information furnished to the Parent by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty Holder of the Parent contained in Section 4.1 (Registrable Securities or on such Holder's behalf expressly for use therein; provided, however, that for the purpose of this provision, with respect to any such representation untrue statement or warranty (other than omission made in any preliminary prospectus, the representation and warranty indemnity agreement contained in Section 4.1(e)) this paragraph shall not apply to the extent that contains any such loss, claim, damage, liability or expense results from the fact that a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure current copy of the Parent, the Purchaser prospectus was not sent or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect given to the Business person asserting any such loss, claim, damage, liability or expense at any time or prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to written confirmation of the Business involving sale of the Parent or any Registrable Securities concerned if it is determined that it was the responsibility of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect Holder of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related Registrable Securities to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess provide such person with a current copy of the Deductible Amount; prospectus and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess such current copy of the Indemnity Capprospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Parent also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Holder of such Registrable Securities provided in this section (d).

Indemnification by the Parent. The (a) In the event the Closing occurs, the Parent shall defend, indemnify and hold the Purchaser Purchasers, any Affiliate of the Purchasers or their respective current or future Representatives, controlling persons, successors and its Affiliates againstpermitted assigns (collectively, “Purchasers Indemnified Parties”) harmless from and agree to hold each against and in respect of them harmless from, any and all damage, loss, Liability Losses incurred by any such Purchasers Indemnified Party arising out of or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1i) any breach of a representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made Breach by the Parent or the Sellers of any of the representations and warranties contained in Article V or in any certificate or certified statement delivered pursuant hereto, (ii) any Breach by the Parent or the Sellers any of their respective covenants or agreements in this Agreement, (3iii) the Excluded Assets, (iv) the Retained Liabilities, (v) any Excluded Liabilityfees, costs or expenses owed to ▇▇▇▇▇, Van Essen & ▇▇▇▇▇▇ or any other broker or financial advisor, (4vi) Parent’s or Sellers’ portion of the Property Taxes for which the Parent is liable pursuant to Section 7.8, (vii) any failure Liabilities for Taxes arising from or related to the Parent’s, Sellers’ and their Affiliates’ ownership of the Purchased Assets or operation of the Business on or prior to the Closing Date. provided, however the Parent shall have no liability for any Taxes or Liabilities with respect to Taxes that are (A) attributable to any transaction outside the ordinary course of business of the Parent’s, Sellers’ or their Affiliates’ ownership of the Purchaser Purchased Assets or any operation of the Business entered into by the Purchasers or their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with at the consummation direction of the transactions contemplated herebyPurchasers or their Affiliates that occurs on the Closing Date after the Closing, or (5B) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees attributable to comply with any federal, state or local law or regulation Taxes with respect to any taxable period or portion thereof beginning on or after the Business at Closing Date, and (viii) any time third party claims arising out of events, facts or circumstances occurring or existing on or prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect Closing and relating to the Business involving the Parent or any conduct of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the ClosingClosing (but, in any event, not including any Assumed Liabilities). (7b) The foregoing obligation to indemnify the failure by Purchasers Indemnified Parties set forth in Section 10.2(a) shall be subject to each of the following limitations: (i) no indemnification for Losses asserted against the Parent or any under clause (i) of its Affiliates or any of their respective agents, directors, officers or employees Section 10.2(a) (other than with respect to disclose Account Agreement terms to Cardholders at any time prior Losses asserted with respect to the ClosingFundamental Representations and the SOL Representations, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates which shall not be entitled subject to indemnity pursuant to clause (1this limitation) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until shall be required unless the aggregate amount of all Losses incurred or suffered by the Purchaser Purchasers Indemnified Parties with respect to the event or any occurrence giving rise to such Losses exceeds $10,000; (ii) no indemnification for Losses asserted against the Parent under clause (i) of its Affiliates Section 10.2(a) (excluding other than with respect to Losses related asserted with respect to all De Minimis Claimsthe Fundamental Representations and the SOL Representations, which shall not be subject to this limitation) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for required unless and until the full cumulative amount of such Losses equals or exceeds $300,000 (the “Parent Deductible”), and then the Parent shall indemnify Purchasers for all Losses, including the amount of the Parent Deductible; and (iii) the Parent’s aggregate liability to the Purchasers Indemnified Parties under clause (i) of Section 10.2(a) (other than with respect to Losses asserted with respect to the Fundamental Representations and the SOL Representations, which shall not be subject to this limitation) for Losses in excess of the Parent Deductible Amount; and shall not exceed $3,000,000 in the aggregate. (c) If the Closing occurs, except in the case of fraud or intentional misrepresentation, the indemnity provided in this Section 10.2 shall be the sole and exclusive remedy of the Purchasers and the Purchasers Indemnified Parties against the Parent and its Affiliates at law or in equity for Lossesany matter covered by Section 10.2(a). (d) Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate, incurred or suffered aggregate liability of the Parent and its Affiliates pursuant to this Agreement exceed the Purchase Price that is received by the Parent pursuant to this Agreement. (e) The Parent shall have no obligation to indemnify the Purchasers Indemnified Parties with respect to any Pre-Closing Environmental Liabilities: (i) if the Purchaser has conducted any invasive testing, before or any of its Affiliates in excess after the Closing Date, without express prior authorization from the Parent, and (ii) unless the Parent is provided notice asserting a claim for indemnification for such Pre-Closing Environmental Liabilities on or before the three year anniversary of the Indemnity CapClosing Date.

Indemnification by the Parent. The Subject to the limitations provided herein, the Parent shall shall, for a period commencing from the Closing Date and ending on the third anniversary of the Closing Date, indemnify the Purchaser and its Affiliates againstCompany Stockholders in respect of, and agree to hold each of them harmless fromagainst, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) Damages incurred or suffered by the Purchaser Company Stockholders resulting from: (a) any misrepresentation or breach of warranty by or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate; (b) any claim by a stockholder or former stockholder of the Parent, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Parent prior to the Effective Time; (ii) any rights of a stockholder prior to the Effective Time, including any option, preemptive rights or rights to notice or to vote; or (iii) any rights under the certificate of incorporation or bylaws of the Parent prior to the Effective Time; (c) any claim for brokers’ or finders’ fees or agents’ commissions arising from or through the Parent or any of its pre-Merger Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the negotiation or consummation of the transactions contemplated hereby, by this Agreement; and (5d) any failure Environmental Claim relating to or arising from the activities and operations of the Company, the Surviving Corporation or any of their Subsidiaries after the Effective Time, regardless of when the environmental hazard giving rise to such Environmental Claim is discovered, and any liability for any Abandonment and Reclamation Obligations of the Company, the Surviving Corporation or any of their Subsidiaries (or their respective successors) other than those relating to any mines, structures, buildings, equipment and other facilities or any lands that were, or were required pursuant to applicable Law to have been, abandoned, decommissioned or reclaimed, as the case may be, prior to the Effective Time. Notwithstanding the foregoing, except with respect to any fraud or willful misconduct by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply in connection with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoingthis Agreement, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this post-Closing adjustment mechanism set forth in Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates 1.9 shall be the exclusive means for the Company Stockholders to collect any Damages for which they are entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capunder this Article VI.