Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers from and against any and all Losses based upon, arising out of or otherwise in respect of: # any inaccuracies in or any breach of any representation or warranty of the Buyer contained in Article 6, and # any breach of any covenant or agreement of the Buyer contained in this Agreement (including any schedule attached hereto).

Buyer Indemnification. Buyer shall be responsible for use of the Products in the Buyer’s finished consumer packaged goods (“Buyer’s Products”). Buyer shall indemnify and hold harmless Supplier from and against any actual incurred Liability, including reasonable attorneys' fees and disbursements, arising out of any third-party claim for death, injury or damage to property resulting from sale or use of the Buyer’s Products.

By Buyer. Buyer represents and warrants to Seller as of the Original Effective Date that:

By Buyer. Buyer represents and warrants to Seller as of the Effective Date that:

By Buyer. To the fullest extent permitted by Law, Buyer will indemnify, defend and hold harmless each Holder, the officers, directors, agents and employees of each of them, each Person who controls any Holder within the meaning of the Securities Act or the Exchange Act, and the officers, directors, agents and employees of each such controlling Person, against any losses, claims, damages, or liabilities (joint or several), including any reasonable attorneys’ fees and other expenses reasonably incurred in connection with investigating or defending any such loss, claim damage liability or action, as incurred, to which such Holder may become subject under the Securities Act, the Exchange Act, other U.S. federal or state Law or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”):

By Buyer. Buyer represents and warrants to Seller as of the Effective Date that:

With respect to the matters described in Section 6.2(a), Buyer will have no liability with respect to such matters until Seller Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of the Threshold, after which point Buyer shall be obligated to indemnify Seller Indemnitees from and against all Adverse Consequences from dollar

Limitations on Indemnification by Buyer. Notwithstanding anything contained in Section 8.2, the indemnification obligations of Buyer are subject to the following limitations:

From and after the Closing, and irrespective of any disclosures in the Disclosure Schedules, the Seller, on a joint and several basis, shall indemnify and hold harmless Buyer and its Affiliates and each of their respective stockholders, directors, officers, employees and agents (collectively, the “Buyer Indemnitees”) from:

Indemnification of Buyer. Seller hereby agrees to indemnify Buyer and its affiliates and their respective representatives (collectively, the "Buyer Indemnitees") to the fullest extent of the law against all claims, damages, losses and expenses, including but not limited to reasonable attorneys’ fees, (collectively, “Losses”) resulting from: # any material misrepresentation, material inaccuracy or material breach of any of the representations and warranties made by Seller in this Agreement; # any failure of Seller to carry out, perform, satisfy and/or discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement; # Seller’s operation of the Business (including, without limitation, as to the Purchased Assets) prior to the date of the relevant Closing respecting such Purchased Assets; and # the Excluded Liabilities.