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.

Indemnification by Purchaser.Subject to the other terms of this Agreement (including the provisions of this [Article IX]) and of the Ancillary Agreements, effective as of and after the Closing, Purchaser shall defend, indemnifyindemnify, defend and hold theharmless each Seller Parties and their Affiliates (which, for the avoidance of doubt, excludes the Acquired Companies and their respective directors, officers, shareholders, members and employees (the “Seller Indemnitees”)subsidiaries), and each of them, harmlesstheir respective officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”), from and against any Adverse Consequences resulting fromand all Losses incurred or arising out of # any inaccurate representation or warranty madesuffered 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 liabilitySeller Indemnified Parties, to the extent arising out of or resulting from any Liabilities of Purchaser or relatingany of its Affiliates (including the Acquired Companies) to the Assumed Liabilities, and/or # Purchaser’s ownershipextent, and operation of the Seller Business and/or Acquired Assets after the Closing Date solely to the extent, exclusively related to the Business (other than Liabilities to the extent relating to or arising in connection with # any criminal act of any Seller Indemnified Party, # any criminal act of any Acquired Company or any of its officers, directors, employees, agents, successors or assigns that such Adverse Consequences ariseoccurred prior to the Closing, # any Contract between Purchaser or any of the Acquired Companies, on the one hand, and relateany Seller Indemnified Party, on the other hand, that is in effect at any time following the Closing or # any Person, assets or Liabilities other than an Acquired Company or as otherwise expressly transferred to a period after the Effective Time.Purchaser pursuant to this Agreement).

IndemnificationIndemnity by Purchaser. In addition to the Special Indemnity of Purchaser shallset forth in [Section 8.4] of this Agreement, Purchaser agrees to indemnify, defend, indemnifyprotect and hold Seller, its member(s) and agents harmless for, from and against, any and all # claims sustained directly or indirectly by Sellers or its member(s) or agents based on Purchaser's ownership, use or operation of the Seller Partiesassets or assumed Liabilities after closing, 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 Purchaser's representations, warranties, and covenants made under this Agreement. Purchaser agrees to pay Sellers' and each member's or agent's attorney fees and costs of defense and to indemnify Sellers and their members and agents against all such liabilities that arise after the covenantsdate of closing 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 toare based on 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.date of closing.

Indemnification by Purchaser. PurchaserSeller Parties. Subject to the conditions and limitations set forth in this [Article 6], the Seller Parties shall defend, indemnify and hold Purchaser and the Seller Parties and their Affiliatesother USI Companies and their respective directors, officers, shareholders, members and employees (the “Seller“Purchaser Indemnitees”), and each of them, harmless from any Adverse Consequences resulting from or otherwise arising out of #(a)(i) any inaccurate representation or warranty made by Purchaserthe Seller Parties, or either of them, in this Agreement, # any breach or default in the performance of any of the covenants or agreements made by Purchaserthe Seller Parties, or either of them, in this Agreement, and # any claim, action or cause of action or other liability arising out of or resulting from or relating to the AssumedExcluded Liabilities, and/or # Purchaser’Seller’s ownership and operation of the Seller Business and/or Acquired Assets on or prior to the Closing Date, and/or # Seller’s ownership and operation of its title insurance business prior to, on or after the Closing Date solely to the extent that such Adverse Consequences arise and relate to a period after the Effective Time.Date.

IndemnificationSubject to the immediately preceding paragraphs, and the Limitation Period and statutory limitations referenced therein, Purchaser hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to Seller) hold harmless Seller and its subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees actually incurred) which may at any time # be asserted against or suffered by Purchaser. Purchaser shall defend, indemnify and holdSeller after the Seller Parties and their Affiliates and their respective directors, officers, shareholders, members and employees (the “Seller Indemnitees”), and eachClosing Date as a result or on account of them, harmless from any Adverse Consequences resulting from or arising outbreach of # any inaccuratewarranty, representation or warrantycovenant on the part of Purchaser made herein or in any instrument or document delivered pursuant hereto or # which may at any time following the Closing Date be asserted against or suffered 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 liabilitySeller arising out of or resulting from or relatingany matter pertaining to the Assumed Liabilities, and/operation or # Purchaser’s ownership and operation of the Seller Business and/or Acquired AssetsProperty by Purchaser from and after the Closing Date solelyDate. Notwithstanding anything to the extent thatcontrary contained herein, the aggregate liability of Purchaser arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations of Purchaser under this Agreement shall not exceed the Liability Cap; provided, however, the foregoing liability limitation shall not apply to any fraudulent actions or intentional misrepresentations of Purchaser. Purchaser shall not be liable to Seller in respect of the representations, warranties, indemnifications, covenants or other obligations of Purchaser under this Agreement unless and until the sum of such Adverse Consequences arise and relateobligations exceeds the Liability Basket; provided, however, the foregoing liability limitation shall not apply to a period after the Effective Time.any fraudulent actions or intentional misrepresentations of Purchaser.

Indemnification by Purchaser. Purchaser shall defend, indemnifyIndemnification. The Seller (an “Indemnifying Party”) agrees to defend and hold harmless the Seller Parties and their Affiliates and their respectivePurchaser, its managers, partners, directors, officers, shareholders, membersmembers, employees, attorneys, accountants, agents and employees (the “Seller Indemnitees”),representatives, and each of them, harmlessits heirs, successors, and permitted assigns (each an “Indemnified Party”) from any Adverse Consequences resulting fromand against all liabilities, losses, and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal and accounting fees and expenses) (“Losses”) based upon or arising out ofof, or otherwise in connection with # any inaccuratematerial inaccuracy or breach of any representation orand warranty made by Purchaser in this Agreement,of such Indemnifying Party, or # any material breach or default in the performance of any covenant and agreement 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.Indemnifying Party.

Indemnification by Purchaser. Purchaser shall defend, indemnifySeller. Seller agrees to indemnify, defend and hold the Seller Partiesharmless Buyer, and their Affiliates and their respectiveits subsidiaries, parents, affiliates, officers, directors, officers, shareholders, membersagents and employees (the “Seller Indemnitees”(collectively, the “Buyer Indemnified Parties”), from and eachagainst any and all claims, demands, causes of them, harmless from any Adverse Consequences resulting from or arising outaction, suits, judgments, debts, liabilities, losses, damages, costs and expenses (including reasonable fees and disbursements of # any inaccurate representation or warranty made by Purchaser in this Agreement, # any breach or default in the performancelegal counsel) of any ofkind whatsoever (collectively, “Losses”), whether arising from claims from third parties or Losses incurred directly by the covenantsBuyer, that may be sustained or agreements madesuffered by Purchaser in this Agreement, # any claim, action or cause of action orBuyer (or the 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 solelyBuyer Indemnified Parties referenced above) to the extent that such Adverse Consequencesthe same are caused by or arise from any breach or non-performance by Seller of any of its representations, warranties, covenants or other obligations contained in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all defects in title that exist in connection with real property owned by the Company and relate to athe period after the Effective Time.prior to Closing, and Seller shall at Seller’s sole expense cure any such defects.

Indemnification by Purchaser. Purchaser shall defend,From and after the Closing Date, subject to the other provisions of this [Article 8], Buyer agrees to indemnify Seller and holdits officers, directors, employees, agents, attorneys, representatives, assigns and Affiliates (collectively, the “Indemnified Seller PartiesEntities”) and their Affiliates and their respective directors, officers, shareholders, members and employees (the “Seller Indemnitees”), andto hold each of them,them harmless from and against, any Adverse Consequences resulting fromand all Indemnifiable Losses suffered, paid or arising outincurred by any such Indemnified Seller Entity and caused by any # breach of, inaccuracy in, or the failure to be true and correct of # any inaccurate representation or warrantyof the representations and warranties made by PurchaserBuyer in this Agreement,[Article 4], # any breach or default in the performance of any of the covenants or agreements made by Purchaserof Buyer contained 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/Agreement 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.Assumed Liability.

IndemnificationIndemnity by Purchaser. Purchaser shallSellers. Subject to the provisions of [Section 8.4] of this Agreement, Sellers agree to indemnify, defend, indemnifyprotect and hold the Seller PartiesPurchaser and their Affiliatesits officers, directors, shareholders and their respective directors, officers, shareholders, membersagents harmless for, from and employees (the “Seller Indemnitees”),against any and eachall # liabilities of them, harmless from any Adverse Consequences resulting fromSellers, # Claims sustained directly or arising out of # any inaccurate representation or warranty madeindirectly by Purchaser in this Agreement,based on pre-closing operation of Sellers' business, and # any breach or default in the performance of any of Sellers' respective representations and warranties made under this Agreement. Sellers agree to pay Purchaser's costs of defense and to indemnify Purchaser against all such liabilities, except for those described in [Section 8.4], that exist at the covenantsdate of closing or agreements made by Purchaser in this Agreement, # any claim, action or causeare based on the conduct of action or other liability arising out of or resulting from or relatingSellers' business prior to the Assumed Liabilities, and/or # Purchaser’s ownership and operationdate 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.Closing.

Indemnification by Purchaser. Purchaser shall defend, indemnifySeller. Subject to the terms and conditions of this [Article 8], Seller will indemnify, defend and hold harmless Buyer, the Seller Parties andPartnership, each of their Affiliatesrespective Affiliates, and their respective directors, officers, shareholders, memberssuccessors and employeesassigns (the “Seller“Buyer Indemnitees”), from and eachagainst the entirety of them, harmless from any Adverse Consequences that any Buyer Indemnitee may suffer or incur resulting from orfrom, arising out ofof, relating to, in the nature of, or caused by # any inaccuratebreach or inaccuracy of any representation or warranty made by Purchaser in this Agreement,[Section 2.1] or # any breach or default in the performance of any covenant or agreement of the covenantsSeller or agreements made by Purchaserits Affiliates 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.Agreement.