Undertakings of Purchaser. Purchaser shall perform, or cause to be performed, when due, all obligations of Merger Sub under this Agreement.

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.

Agreements of Purchaser. You acknowledge that you have, independently and without reliance upon us and based on the financial statements referred to in the Credit Agreement and such other documents and information as you have deemed appropriate, made your own credit analysis and decision to enter into this Agreement. You also acknowledge that you will, independently and without reliance upon us and based on such documents and information as you shall deem appropriate at the time, continue to make your own credit decisions in taking or not taking action under this Agreement.

By the Seller, if there shall have been a breach of any covenant, representation or warranty or other agreement of the Purchaser hereunder, and such breach shall not have been remedied within ten (10) business days after receipt by the Purchaser of notice in writing from the Seller specifying the breach and requesting such be remedied.

If Purchaser has actual knowledge of a breach of a representation or warranty by Seller prior to the expiration of the Inspection Period, and Purchaser elects not to terminate this Agreement in accordance with [Section 3.3] regardless of such knowledge, Purchaser shall be deemed to have waived any right of recovery and Seller shall not have any liability in connection therewith; provided, however, if Purchaser obtains knowledge of any such breach after the expiration of the Inspection Period, but prior to the Closing Date, and Seller fails to cure any such breach to Purchaser’s satisfaction after receipt of written notice from Purchaser identifying any such breach, then Purchaser shall have the right to terminate this Agreement by providing written notice to Seller, in which case all Earnest Money deposited by Purchaser shall be immediately returned to Purchaser and the parties shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. In no event shall Seller be liable to the Purchaser under this Agreement for lost profits or other special, incidental or consequential damages or for punitive or exemplary damages.

Seller shall indemnify, hold harmless and defend Purchaser and its respective officers, directors, employees, agents, successors and assigns against any Losses arising out of the breach by Seller of any representation, warranty or covenant of Seller contained herein. Purchaser shall indemnify, hold harmless and defend Seller and its respective officers, directors, employees, agents, successors and assigns against any Losses arising out of the breach by Purchaser of any representation, warranty or covenant of Purchaser contained herein.

conflict with, violate or result in the breach by the Purchaser of any applicable Law;

any Breach of any representations or warranties made by the Purchaser contained in this Agreement;

Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of seven (7) days after written notice thereof to the Borrower from the Holder.

Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach.