Indemnification Obligations of Sellers. Subject to the provisions contained in this Article VIII, from and after the Closing, Sellers, jointly and severally (subject to Sections 8.3 and 8.5), shall indemnify and hold harmless Buyer, the Company and their respective Affiliates, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Persons”) in respect of any Losses that any Buyer Indemnified Persons incurs, sustains or suffers directly or indirectly, as a result of, with respect to, in connection with or relating to any of the following:

Sellers. In entering into this Amendment, each Seller hereby makes or repeats (as applicable) to Buyer Agent and the MUFG Buyer as of the date hereof (or, to the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in the Framework Agreement and each other Transaction Agreement to which such Seller is a party, and such representations and warranties shall be deemed to include this Amendment. Each Seller further represents that it has complied with all covenants and agreements applicable to it under the Framework Agreement and each of the other Transaction Agreements to which it is a party.

Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the Transactions are subject to the satisfaction, at or prior to the Closing, of the following additional conditions, any one or more of which may be waived in writing at the option of Purchaser:

Conditions to Obligations of Seller. The obligations of Seller to consummate the Transactions are subject to the satisfaction, at or prior to the Closing, of the following additional conditions, any one or more of which may be waived in writing at the option of Seller:

The obligations of Seller to consummate the transactions provided for in this Agreement are subject, at the option of Seller, to the fulfillment on or prior to the Closing of each of the following conditions:

The obligations of Buyer to consummate the transactions provided for in this Agreement are subject, at the option of Buyer, to the fulfillment on or prior to the Closing of each of the following conditions:

The obligations of Buyer to consummate the transactions provided for in this Agreement are subject, at the option of Buyer, to the fulfillment on or prior to the Closing of each of the following conditions:

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing of each of the following conditions:

Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions provided for in this Agreement are subject, at the option of Seller, to the fulfillment on or prior to the Closing of each of the following conditions:

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions provided for in this Agreement are subject, at the option of Buyer, to the fulfillment on or prior to the Closing of each of the following conditions: