Indemnification by Purchaser. Purchaser shall defend, indemnify and hold the Seller Parties and their Affiliates and their respective directors, officers, shareholders, members and employees (the “Seller Indemnitees”), and each of them, harmless from any Adverse Consequences resulting from or arising out of # any inaccurate representation or warranty made by Purchaser in this Agreement, # any breach or default in the performance of any of the covenants or agreements made by Purchaser in this Agreement, # any claim, action or cause of action or other liability arising out of or resulting from or relating to the Assumed Liabilities, and/or # Purchaser’s ownership and operation of the Seller Business and/or Acquired Assets after the Closing Date solely to the extent that such Adverse Consequences arise and relate to a period after the Effective Time.

Subject to the other terms of this Agreement (including the provisions of this [Article IX]) and of the Ancillary Agreements, effective as of and after the Closing, Purchaser shall indemnify, defend and hold harmless each Seller and their Affiliates (which, for the avoidance of doubt, excludes the Acquired Companies and their respective subsidiaries), and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the Seller Indemnified Parties, to the extent arising out of or resulting from any Liabilities of Purchaser or any of its Affiliates (including the Acquired Companies) to the extent, and solely to the extent, exclusively related to the Business (other than Liabilities to the extent relating to or arising in connection with # any criminal act of any Seller Indemnified Party, # any criminal act of any Acquired Company or any of its officers, directors, employees, agents, successors or assigns that occurred prior to the Closing, # any Contract between Purchaser or any of the Acquired Companies, on the one hand, and any Seller Indemnified Party, on the other hand, that is in effect at any time following the Closing or # any Person, assets or Liabilities other than an Acquired Company or as otherwise expressly transferred to Purchaser pursuant to this Agreement).

Indemnity by Purchaser. In addition to the Special Indemnity of Purchaser set forth in [Section 8.4] of this Agreement, Purchaser agrees to indemnify, defend, protect and hold Seller, its member(s) and agents harmless for, from and against, any and all # claims sustained directly or indirectly by Sellers or its member(s) or agents based on Purchaser's ownership, use or operation of the assets or assumed Liabilities after closing, and # breach of any of Purchaser's representations, warranties, and covenants made under this Agreement. Purchaser agrees to pay Sellers' and each member's or agent's attorney fees and costs of defense and to indemnify Sellers and their members and agents against all such liabilities that arise after the date of closing or are based on the ownership of the Assets after the date of closing.

Indemnification by Seller Parties. Subject to the conditions and limitations set forth in this [Article 6], the Seller Parties shall defend, indemnify and hold Purchaser and the other USI Companies and their respective directors, officers, shareholders, members and employees (the “Purchaser Indemnitees”) harmless from any Adverse Consequences resulting from or otherwise arising out of (a)(i) any inaccurate representation or warranty made by the Seller Parties, or either of them, in this Agreement, # any breach or default in the performance of any of the covenants or agreements made by the Seller Parties, or either of them, in this Agreement, and # any claim, action or cause of action or other liability arising out of or resulting from or relating to the Excluded Liabilities, # Seller’s ownership and operation of the Seller Business and/or Acquired Assets on or prior to the Closing Date, and/or # Seller’s ownership and operation of its title insurance business prior to, on or after the Closing Date.

Subject to the immediately preceding paragraphs, and the Limitation Period and statutory limitations referenced therein, Purchaser hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to Seller) hold harmless Seller and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) which may at any time # be asserted against or suffered by Seller after the Closing Date as a result or on account of any breach of any warranty, representation or covenant on the part of Purchaser made herein or in any instrument or document delivered pursuant hereto or # which may at any time following the Closing Date be asserted against or suffered by Seller arising out of or resulting from any matter pertaining to the operation or ownership of the Property by Purchaser from and after the Closing Date. Notwithstanding anything to the contrary contained herein, the aggregate liability of Purchaser arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations of Purchaser under this Agreement shall not exceed the Liability Cap; provided, however, the foregoing liability limitation shall not apply to any fraudulent actions or intentional misrepresentations of Purchaser. Purchaser shall not be liable to Seller in respect of the representations, warranties, indemnifications, covenants or other obligations of Purchaser under this Agreement unless and until the sum of such obligations exceeds the Liability Basket; provided, however, the foregoing liability limitation shall not apply to any fraudulent actions or intentional misrepresentations of Purchaser.

Indemnification. The Seller (an “Indemnifying Party”) agrees to defend and hold harmless the Purchaser, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives, and its heirs, successors, and permitted assigns (each an “Indemnified Party”) from and against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”) based upon or arising out of, or otherwise in connection with # any material inaccuracy or breach of any representation and warranty of such Indemnifying Party, or # any material breach of any covenant and agreement of such Indemnifying Party.

Indemnification by Seller. Seller agrees to indemnify, defend and hold harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”), from and against any and all claims, demands, causes of action, suits, judgments, debts, liabilities, losses, damages, costs and expenses (including reasonable fees and disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”), whether arising from claims from third parties or Losses incurred directly by the Buyer, that may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are caused by or arise from any breach or non-performance by Seller of any of its representations, warranties, covenants or other obligations contained in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all defects in title that exist in connection with real property owned by the Company and relate to the period prior to Closing, and Seller shall at Seller’s sole expense cure any such defects.

From and after the Closing Date, subject to the other provisions of this Article 8, Buyer agrees to indemnify Seller and its officers, directors, employees, agents, attorneys, representatives, assigns and Affiliates (collectively, the “Indemnified Seller Entities”) and to hold each of them harmless from and against, any and all Indemnifiable Losses suffered, paid or incurred by any such Indemnified Seller Entity and caused by any # breach of, inaccuracy in, or the failure to be true and correct of any of the representations and warranties made by Buyer in Article 4, # breach of any of the covenants or agreements of Buyer contained in this Agreement or # Assumed Liability.

Indemnity by Sellers. Subject to the provisions of [Section 8.4] of this Agreement, Sellers agree to indemnify, defend, protect and hold Purchaser and its officers, directors, shareholders and agents harmless for, from and against any and all # liabilities of Sellers, # Claims sustained directly or indirectly by Purchaser based on pre-closing operation of Sellers' business, and # breach of any of Sellers' respective representations and warranties made under this Agreement. Sellers agree to pay Purchaser's costs of defense and to indemnify Purchaser against all such liabilities, except for those described in [Section 8.4], that exist at the date of closing or are based on the conduct of Sellers' business prior to the date of Closing.

Indemnification by Seller. Subject to the terms and conditions of this Article 8, Seller will indemnify, defend and hold harmless Buyer, the Partnership, each of their respective Affiliates, and their respective successors and assigns (the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or incur resulting from, arising out of, relating to, in the nature of, or caused by # any breach or inaccuracy of any representation or warranty made in Section 2.1 or # any breach of any covenant or agreement of Seller or its Affiliates in this Agreement.