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

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.

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.

Indemnification by Buyer . Subject to the terms set forth in this [Article IX], Buyer shall indemnify, defend and hold harmless Sellers and their respective successors, heirs and permitted assigns (“Seller Indemnified Persons”), from and against any and all Damages suffered or incurred by any Seller Indemnified Person by reason of, arising out of or based upon:

Indemnification of Buyer. Seller will indemnify, defend (with counsel of Buyer’s choosing), and hold harmless Buyer against any Buyer’s Damages. “Buyer’s Damages” means any claims, actions, demands, losses (including but not limited to any diminution in value), costs, expenses (including but not limited to attorneys’ fees), liabilities, penalties, and damages, including counsel fees incurred in attempting to avoid the same or oppose the imposition thereof, resulting to Buyer from: # any inaccurate representation made by Seller in this Agreement or in any certificate or document delivered in connection this Agreement; # the breach of any warranty made by Seller in this Agreement or in any certificate or document delivered in connection this Agreement; # a breach or default in the performance by Seller 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; # 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 on or before the Closing Date; # the imposition of any and all federal, state, or local taxes based on the income of Seller relating to Seller’s sale of the Assets; and # claims relating to Seller’s or Seller’s predecessors’ release, generation, treatment, transport, recycling, or storage of any hazardous substance or arising out of or attributable to Seller’s or Seller’s predecessors’ arrangements for any of the foregoing; provided, however, that in no event will the aggregate liability of Seller exceed the aggregate consideration payable hereunder.

Indemnification Obligations of Buyer. Buyer will indemnify and hold harmless Seller, its Affiliates and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages actually incurred by a Seller Indemnified Party following the Closing Date (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (the “Seller Losses”) arising out of or relating to:

Indemnification by Buyer. From and after the Closing, Buyer will indemnify, defend and hold Seller and its Affiliates, and their respective directors, officers, employees and agents harmless for, from and against any and all Damages to the extent arising out of or resulting from # any breach of Buyer’s representations, warranties, covenants or obligations under this Agreement or any certificate delivered by Buyer hereunder, # Buyer’s grossly negligent and/or wrongful acts, omissions or misrepresentations, regardless of the form of action, in connection with this Agreement, and/or # Buyer’s, its Affiliates’, or any subsequent transferee’s use of the Transferred Rights after Closing.

Indemnification by Buyer. Subject to the terms and conditions of this ARTICLE 6, Buyer will indemnify and hold harmless each Seller, their respective Affiliates, and their respective successors and assigns (the “Seller Indemnitees”) from and against the entirety of any Adverse Consequences they may suffer or incur (including any Adverse Consequences they may suffer or incur after the end of any applicable survival period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this ARTICLE 6 prior to the end of any applicable survival period) 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 2.2 of this Agreement or in any Ancillary Agreement, and # any breach of any covenant or agreement of Buyer in this Agreement or in any Ancillary Agreement.

Indemnification by Buyer. In the event of any registration of any Registrable Securities of Buyer under the Securities Act pursuant to this Agreement, Buyer will, and hereby does, indemnify and hold harmless the Holders against any losses, claims, damages or liabilities, to which the Holder may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or any prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Buyer will reimburse the Holders for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that Buyer shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any prospectus contained therein, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished to Buyer in writing or electronically specifically stating that it is for use in the preparation thereof (it being understood that the Holders have approved the Questionnaire for this purpose). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder and shall survive the sale of such securities by the Holder.