any warranty provided by GSK herein is or becomes untrue or inaccurate; or

Seller Party Deliverables. At the Closing and as a condition to Closing, the Seller Parties shall deliver:

Indemnification of the Seller Indemnified Parties. Buyer agrees to indemnify Seller and their respective Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns and hold each of them harmless against any Losses which any of them may suffer, sustain or become subject to, as the result of, arising out of, relating to or in connection with # the breach or inaccuracy by Buyer of any representation or warranty made by Buyer in any Transaction Document (or in any certificate delivered pursuant hereto by Buyer to the Members or the Company with respect thereto) or # the breach, non-compliance or non-performance of any covenant, agreement or obligation of Buyer contained in any Transaction Document. The Buyer shall not indemnify the Seller for a breach of any guarantees the seller may provide in the Modification Agreement.

Indemnified Claims. USPB shall, to the extent not expressly prohibited by the Delaware Limited Liability Company Act as set forth in the Delaware Code commencing with Section 18-101 of the Delaware Code, indemnify CEO against reasonable expenses, including attorneys' fees, and against loss or liability incurred by or asserted against CEO in a legal matter or proceeding in which CEO is a party or is threatened to be made a party because CEO is, or was, an officer or employee of USPB or an affiliate of USPB (specifically including, but not limited to, any acts of the CEO related to affiliates of USPB, National Beef Packing Co., LLC and its affiliates, with USPB and all of these entities referred to as "USPB Entities"). USPB's obligation to indemnify and hold harmless includes, but is not limited to, all pending and future litigation and claims against the USPB Entities, its officers, employees and directors which may impose liability on CEO including those claims against the USPB Entities, and claims relating to investigations relating to tort claims against the USPB Entities, deceptive trade practices and anti-competitive conduct of the USPB Entities, or their officers, employees and directors. The expenses against which CEO is indemnified include, but are not limited to, all reasonable attorney fees and other costs associated with legal representation for representation and costs that are not reasonably covered by the USPB Entities. USPB shall advance amounts to cover expenses, or pay expenses, that are included in the foregoing indemnity, upon request from the CEO. These indemnification rights shall not be deemed to exclude any rights to which the CEO may otherwise be entitled. The foregoing right to indemnification shall: # inure to the CEO whether or not he is an officer or employee of the USPB Entities at the time the liability or expenses are asserted, imposed or incurred and whether or not the claim asserted is based on matters which pre-date this Indemnification Agreement; and # extend to the CEO's heirs and legal representatives in the event of the CEO's death.

Purchaser’s Indemnity Obligations. Subject to the limitations set forth in this [Article VI] and [Section 7.1], Purchaser shall indemnify and hold harmless Seller and the Seller’s shareholders, members, officers, directors, employees, agents, representatives and affiliates (each a “Seller Indemnified Party”) from and against any and all Damages incurred by a Seller Indemnified Party as a result of:

“Seller Indemnified Party” is defined in ‎[Section 8.1(b)]

Indemnification Procedure. An Indemnified Party shall promptly notify the Party from whom it is seeking indemnification (“Indemnifying Party”) upon becoming aware of an Indemnified Claim with respect to which the Indemnifying Party is obligated to provide indemnification under this [Section 8]. The Indemnifying Party shall promptly assume control of the defense and investigation of the Indemnified Claim, with counsel of its own choosing, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection therewith, in each case at the Indemnifying Party’s sole cost and expense. The Indemnified Party may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost and expense. The Indemnifying Party shall not settle any Indemnified Claim without the Indemnified Party’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed). If the Indemnifying Party fails or refuses to assume control of the defense of an Indemnified Claim, the Indemnified Party may, but is not obligated to, defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to perform any obligation under this [Section 8.3] nor any act or omission of the Indemnified Party in the defense or settlement of any Indemnified Claim will relieve the Indemnifying Party of its obligations under this [Section 8], including with respect to any Losses, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result thereof.

Notwithstanding the foregoing provisions, the Indemnifying Party shall not be required to indemnify the Indemnified Party for any liabilities and expenses or to reimburse the Indemnified Party pursuant to any expense reimbursement provisions to the extent the Indemnified Party has otherwise actually received payment (under any insurance policy, bylaw or otherwise) of such amounts otherwise indemnifiable or reimbursable hereunder. In addition, the Indemnified Party shall reimburse the Indemnifying Party for any indemnification payments made to the Indemnified Party for any liabilities and expenses to the extent that the Indemnified Party subsequently receives payment of such amounts from another source.

. The Sellers’ obligation to provide indemnification under this [Article IX] shall be first satisfied from the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then # with respect to any indemnification obligation arising out of [Section 9.1(a)] with respect to any breaches of the representations and warranties contained in [Section 4.1] or [Section 9.1(c)], the Sellers shall severally (based on each Seller’s Ownership Percentage) pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party, and # with respect to any indemnification obligation arising out of [Section 9.1(a)] with respect to any breaches of the representations and warranties contained in [Section 4.2] or [Section 9.1(b)], above, solely the breaching Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party; provided, however, that in no event shall a Seller’s obligation to provide indemnification for Losses under this [Article IX] exceed the Closing Purchase Price proceeds actually received by such Seller. The Buyer shall not setoff against any amounts owed by the Buyer to the Sellers under this Agreement (including, without limitation, the Earnout Amount, if any) any amounts the Buyer Indemnified Parties claim they are entitled to under this Agreement.

If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all documented costs and expenses, include reasonable attorney’s fees, incurred by the Indemnified Party in defending itself within ​ days after receipt of any invoice therefor from the Indemnified Party.

On or before eighteen (18) month anniversary of this Agreement (the “Escrow Release Date”), if any ​ Indemnified Party makes a Claim, ​ shall deliver to the Escrow Agent and Seller a written notice (an “Escrow Notice”) setting forth the amount of the Claim by the ​ Indemnified Party. If the Escrow Agent has not received a written objection (a “Dispute Notice”) to the Claim or portion thereof or the amount of the Claim from Seller within 30 days following the Escrow Agent’s receipt of the Escrow Notice, then on the 31st day following receipt, the Escrow Agent shall release to ​, by wire transfer to an account or accounts designated by ​, an amount of Escrow Funds equal to the amount of the Claim.

Notwithstanding any other provision of this [Article XI] to the contrary, the Seller Indemnified Parties shall not receive indemnification pursuant to [Section 11.3] until the sum of the aggregate amount of Losses under [Section 11.3] exceeds an amount equal to the Basket Amount, after which the Seller Indemnified Parties shall be entitled to receive indemnification for all Losses above the Basket Amount.

. Subject to the limitations, conditions and restrictions set forth in this Agreement, the Buyer shall indemnify the Sellers and their Affiliates (excluding, after the Closing, the Company) (collectively, the “Seller Indemnified Parties”) and hold each of them harmless from and against any and all Losses of or against the Seller Indemnified Parties to the extent resulting from or arising out of:

An Indemnifying Party will have the right to defend the Indemnified Party against any third-party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as # the Indemnifying Party notifies the Indemnified Party, in writing within 15 Business Days after the Indemnified Party has given notice of the Claim, that the Indemnifying Party will defend the Indemnified Party against the Claim, # the Claim involves only monetary damages, does not seek an injunction or other equitable relief, and does not involve criminal or quasi-criminal allegations, and # the Indemnifying Party properly conducts the defense of the Claim.

. From and after the Closing, the Buyer Indemnified Parties’ and the Seller Indemnified Parties’ sole remedy for any and all claims arising out of this Agreement shall be the indemnity and remedies set forth in this [Article X]; provided, however, the foregoing shall not apply to # any injunctive or other equitable relief to which a party may be entitled pursuant to [Section 6.10], [Section 7.6(e)] or [Section 13.3], # the Buyer’s obligations under [[Section 6.4(c), (iii)])]])] the rights of the parties with respect to the determination of the Final Adjusted Purchase Price in accordance with [Section 2.4], or # Fraud on the part of Buyer or Seller.

Rights to Defend or Settle; Third Party Claims, etc. # If the facts giving rise to any indemnification right under this Agreement shall involve any actual or threatened claim or demand against the Indemnified Party, or any possible claim by the Indemnified Party against any third party, such claim shall be referred to as a “Third Party Claim.” If the Corporation provides the Indemnified Party with an agreement in writing in form and substance satisfactory to the Indemnified Party and his counsel, agreeing to indemnify, defend or prosecute and hold the Indemnified Party harmless from all costs and liability arising from any Third Party Claim (an “Agreement of Indemnity”), and demonstrating to the satisfaction of the Indemnified Party the financial wherewithal to accomplish such indemnification, the Corporation may at its own expense undertake full responsibility for the defense or prosecution of such Third Party Claim. The Corporation may contest or settle any such Third Party Claim for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnified Party and not to contest or settle any Third Party Claim involving injunctive or equitable relief against or affecting the Indemnified Party of his properties or assets without the prior written consent of the Indemnified Party, such consent not to be withheld unreasonably. The Indemnified Party may participate at his own expense and with his own counsel in defense or prosecution of a Third Party Claim pursuant to this [Section 1(c)(i)], and such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement.