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.

Remedies of Buyer. Provided a claim is made within the timeframes specified in Section 9(a), at Customer’s option: ​.

From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: # the failure of any representations or warranties made by the Buyer in this Agreement to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; # any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement; and # except for claims with respect to which Sellers are obligated to indemnify the Buyer-Related Entities pursuant to [Section 11.1], the ownership or operation of the Transferred Assets after the Closing.

Deliveries of Buyer. Buyer shall deliver to Seller on the Closing Date all of the following, executed as appropriate:

Notification of Buyer. From the Effective Date until Closing, Seller will promptly notify Buyer, in writing, of: # any new, or changed information regarding or pertaining to the Assets; and # any threatened lawsuit or claim against Seller; and # any adverse change, or any projected or threatened adverse change, in the Assets or the Marketing/Retail Business.

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.

Buyer Deliveries. At the Closing the Buyer shall deliver to the Company the Purchase Price.

Buyer Deliveries. At the Closing the Buyer shall deliver to the Company the Purchase Price.

Buyer Deliveries. At the Closing the Buyer shall deliver to the Company the Purchase Price.