Buyer’s Indemnification of Sellers. From and after the Closing, subject to the limitations set forth in this Article 10 and Section 11.11 below, Buyer shall be responsible for, pay on a current basis, and DEFEND, INDEMNIFY AND SAVE AND HOLD HARMLESS each Seller and its Affiliates, their respective equityholders, partners, members, directors, officers, managers, employees, attorneys, consultants, agents and representatives (collectively, the “Seller Indemnitees”), from and against all Losses and Obligations, whether or not incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder, arising directly or indirectly from, based upon, in connection with, related to, or that are otherwise associated with:

Indemnification of Seller. Buyer hereby agrees to indemnify Seller and its affiliates and their respective members and representatives (collectively, the "Seller Indemnitees") to the fullest extent of the law against all Losses resulting from: # any material misrepresentation, material inaccuracy or material breach of any of the representations and warranties made by Buyer in this Agreement, # any failure of Buyer to carry out, perform, satisfy and/or discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement; # Buyer's operation of the Business (including, without limitation, as to the Purchased Assets) from and after the relevant Closing respecting such Purchased Assets; and # the Assumed Liabilities.

Indemnification of Seller. Buyer and [[Buderim Parent:Organization]] Parent, as applicable, will indemnify, defend (with counsel of Seller’s choosing) and hold harmless Seller at all times from and after the Closing Date, against Seller’s Damages. “Seller’s Damages” means any claims, actions, demands, losses (including but not limited to any diminution in value), costs, expenses, liabilities, penalties, and damages, including counsel fees incurred in attempting to avoid the same or oppose the imposition thereof, resulting to Seller from: # any inaccurate representation made by such Party in this Agreement or in any certificate or document delivered in connection this Agreement; # the breach of any warranty made by such Party in this Agreement or in any certificate or document delivered in connection this Agreement; # a breach or default in the performance by such Party of any of the covenants to be performed by it under this Agreement; # the ownership, operation or control of the Assets at or prior to the Closing Date; and # the imposition of any and all federal, state, or local taxes arising out of, resulting from, or relating to Seller’s operation of the Marketing/Retail Business from and after the Closing Date; provided, however, that in no event will the aggregate liability of such Parties exceed the aggregate consideration payable hereunder.

Buyer’s Indemnification of Sellers. From and after the Closing, subject to the limitations set forth in this Article 10 and Section 11.11 below, Buyer shall be responsible for, pay on a current basis, and DEFEND, INDEMNIFY AND SAVE AND HOLD HARMLESS each Seller and its Affiliates, their respective equityholders, partners, members, directors, officers, managers, employees, attorneys, consultants, agents and representatives (collectively, the “Seller Indemnitees”), from and against all Losses and Obligations, whether or not incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder, arising directly or indirectly from, based upon, in connection with, related to, or that are otherwise associated with:

Buyer’s Indemnification of Seller. From and after the Closing, subject to the limitations set forth in this Article 10 and Section 11.11 below, Buyer shall be responsible for, pay on a current basis, and DEFEND, INDEMNIFY AND SAVE AND HOLD HARMLESS Seller and its Affiliates, their respective equityholders, partners, members, directors, officers, managers, employees, attorneys, consultants, agents and representatives (collectively, the “Seller Indemnitees”), from and against all Losses and Obligations, whether or not incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder, arising directly or indirectly from, based upon, in connection with, related to, or that are otherwise associated with:

Seller Indemnification. Seller shall defend, indemnify and hold harmless Buyer, Buyer’s Affiliates and their respective successors and assigns, directors, officers, managers, members, partners, equityholders, employees, agents and representatives (collectively, the “Buyer Group”), from and against any and all Losses arising out of, or caused by, any of the following:

Indemnification of Seller. From and after the Closing Date, Buyer shall indemnify the Seller and their Affiliates and each of their respective stockholders, directors, officers, employees and agents (collectively, the “Seller Indemnitees”) against and hold the Seller Indemnitees harmless from # any Losses arising out of or caused by any inaccuracy in, or breach of, any of the representations and warranties made by Buyer in this Agreement; and # any Losses based upon, arising out of, or caused by, any breach or nonperformance of any covenant or obligation made or incurred by Buyer in this Agreement. The right of the Seller Indemnitees to indemnification, payment of Losses or other remedy based on Buyer’s representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation.Limitations on Indemnification.

Indemnification of Seller. The Purchaser shall indemnify and hold harmless the Seller and its Affiliates from and against any Taxes which are payable by the Seller or any of its Affiliates and result from # any change in the accounting and taxation principles or practices of the Group Entities, including methods of preparing or submitting Tax returns, introduced after the Closing Date, or # any transaction, action or omission by the Purchaser or a Group Entity after the Closing Date, including # the change in the exercise of any Tax election right, # the termination or non-performance of any Tax consolidation scheme, or # the approval or implementation of any reorganization measure or the sale of any asset (“Reverse Tax Claim”). This [Section 13.2.3] shall only apply in cases of changes, transactions, actions or omissions which are not required by mandatory statutory or administrative rules and the respective limitations and/or qualifications under Section 13.1.1, as well as caps or floors applying to Taxes, such, for example, as in Section 12.3 or 12.5, shall apply mutatis mutandis. Any amount payable pursuant to this [Section 13.2.3] shall become due and payable within ten (10) Business Days after the Purchaser has been notified in writing by the Seller about the payment obligation and the corresponding payment date and has received a copy of the relevant Tax assessment notice (Steuerbescheid) of the competent Tax Authority, but in no case earlier than five (5) Business Days before the relevant Tax is due for payment to the Tax Authority.

Buyer’s Indemnification of Seller. From and after the Closing, subject to the limitations set forth in this Article 10 and [Section 11.11] below, Buyer shall be responsible for, pay on a current basis, and DEFEND, INDEMNIFY AND SAVE AND HOLD HARMLESS Seller and its Affiliates, their respective equityholders, partners, members, directors, officers, managers, employees, attorneys, consultants, agents and representatives (collectively, the “Seller Indemnitees”), from and against all Losses and Obligations, whether or not incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder, arising directly or indirectly from, based upon, in connection with, related to, or that are otherwise associated with:

Buyer’s Indemnification. Buyer shall defend, indemnify and hold harmless Seller, its respective Affiliates, successors and assigns and the directors, officers, managers, members, partners, employees, agents and Representatives of any of them (collectively, the “Seller Group”), from and against any and all Losses arising out of, or caused by, or relating to any of the following: