Common use of Buyer Indemnification Clause in Contracts

Buyer Indemnification. (a) Subject to the limitations set forth in this ARTICLE 8, and as otherwise expressly set forth herein, Buyer hereby agrees to indemnify Seller and Seller’s Subsidiaries, Affiliates and Representatives (the “Seller Indemnified Parties”), against and agrees to hold the Seller Indemnified Parties harmless from any Loss incurred or suffered by the Seller Indemnified Parties (regardless of whether or not such Losses relate to any Third Party Claim) arising out of or related to: (i) a Warranty Breach or Covenant Breach by Buyer; (ii) any Taxes of GPAA or LDMA (or any Subsidiary of either), or any Taxes of Buyer levied with respect to GPAA and LDMA, attributable to Tax periods (or portions of Tax periods) ending after the Closing Date and any other Taxes (including any and all income Taxes and Taxes in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periods; and (iii) the Assumed Liabilities. (b) Notwithstanding anything herein to the contrary and subject to the limitations set forth in this ARTICLE 8, Buyer shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until the aggregate amount of Losses incurred by the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach by Buyer exceeds $25,000. (c) Except as expressly provided in the next sentence of this Section 8.2(c), notwithstanding anything herein to the contrary, in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs of defending a Third Party Claim pursuant to Section 8.4) under Section 8.2(a) exceed, individually or in the aggregate, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions of this Section 8.2(c) shall not apply to indemnification obligations arising out of, relating to or resulting from fraud on the part of Buyer.

Buyer Indemnification. To the extent permitted by law, Buyer will indemnify and hold harmless each Seller who holds such Registrable Shares, the directors and officers, if any, of such Seller, each person, if any, who controls any Seller within the meaning of the Securities Act, any underwriter (aas defined in the Securities Act) Subject to for the limitations set forth in this ARTICLE 8Sellers, the directors, if any, of such underwriter and the officers, if any, of such underwriter, and as otherwise expressly set forth hereineach person, Buyer hereby agrees to indemnify Seller and Seller’s Subsidiariesif any, Affiliates and Representatives who controls any such underwriter within the meaning of the Securities Act or the Exchange Act (the “Seller each, an "Indemnified Parties”Registration-Related Person"), against and agrees any losses, claims, damages, expenses or liabilities (joint or several) (collectively, "Claims") to hold which any of them become subject under the Seller Indemnified Parties harmless from any Loss incurred Securities Act, the Exchange Act or suffered by the Seller Indemnified Parties otherwise, insofar as such Claims (regardless of or actions or proceedings, whether commenced or not such Losses relate to any Third Party Claimthreatened, in respect thereof) arising arise out of or related to: are based upon any of the following statements, omissions or violations in the Registration Statement, or any post-effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of a Warranty Breach material fact contained in the Registration Statement, or Covenant Breach by Buyer; any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any Taxes untrue statement or alleged untrue statement of GPAA a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or LDMA contained in the final prospectus (as amended or supplemented, if Buyer files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein, in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation by Buyer of the Securities Act, the Exchange Act or any Subsidiary of either), state securities law or any Taxes of Buyer levied rule or regulation (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 10A.4 with respect to GPAA the number of legal counsel, Buyer shall reimburse the Sellers and LDMAeach such underwriter or controlling person, attributable to Tax periods (or portions of Tax periods) ending after the Closing Date promptly as such expenses are incurred and any other Taxes (including any are due and all income Taxes and Taxes in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) payable, for any Tax periods; and (iii) the Assumed Liabilities. (b) legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything herein to the contrary and subject to contained herein, the limitations set forth indemnification agreement contained in this ARTICLE 8, Buyer shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until the aggregate amount of Losses incurred by the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach by Buyer exceeds $25,000. Section 10A.1: (c) Except as expressly provided in the next sentence of this Section 8.2(c), notwithstanding anything herein to the contrary, in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs of defending a Third Party Claim pursuant to Section 8.4) under Section 8.2(a) exceed, individually or in the aggregate, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions of this Section 8.2(c1) shall not apply to indemnification obligations a Claim arising out ofof or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to Buyer by any Indemnified Registration-Related Person or underwriter for such Indemnified Registration-Related Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, relating to or resulting from fraud on if the prospectus forming a part of such Registration Statement was made available by Buyer; (2) with respect to any preliminary prospectus shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Shares that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made available by Buyer; and (3) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Registration-Related Persons.

Buyer Indemnification. (a) Subject If, but only if, the Closing shall occur, but subject to the limitations set forth contained in this ARTICLE 8, Sections 10.13 and as otherwise expressly set forth herein10.14, Buyer hereby agrees to will defend, indemnify and hold harmless Seller from and Seller’s Subsidiariesagainst all Losses based upon, Affiliates and Representatives (the “Seller Indemnified Parties”), against and agrees to hold the Seller Indemnified Parties harmless from any Loss incurred or suffered by the Seller Indemnified Parties (regardless of whether or not such Losses relate to any Third Party Claim) arising out of or related tootherwise in respect of any of the following: (i) a Warranty Breach or Covenant Breach by Buyer; (iia) any Taxes of GPAA or LDMA (or any Subsidiary of either)breach of, or inaccuracy in, any Taxes representation or warranty made by Buyer in Article IV of Buyer levied with respect to GPAA and LDMA, attributable to Tax periods this Agreement (whether at the date of this Agreement or portions of Tax periods) ending after the Closing Date and any other Taxes (including any and all income Taxes and Taxes in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periods; and (iii) the Assumed LiabilitiesDate). (b) Notwithstanding anything herein to the contrary and subject to the limitations set forth any breach by Buyer of any covenant, agreement or obligation of Buyer in this ARTICLE 8, Buyer shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until the aggregate amount of Losses incurred by the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach by Buyer exceeds $25,000Agreement. (c) Except any final, nonappealable determination by a court of competent jurisdiction (or settlement approved in writing by Buyer) that the payment of the purchase price was invalid or illegal under, in violation of, or can be set aside or give rise to any award of damages, sanctions or other liability against Seller under applicable bankruptcy, fraudulent conveyance or transfer or similar law or the Act (as expressly defined in Section 5.11 hereof) or other applicable law of similar effect as a result of the Closing Date Financing; provided in that the next sentence of this Section 8.2(c), notwithstanding anything herein Losses shall be limited to the contraryamount of the purchase price, if any, that Seller shall be so required to return or disgorge, the out-of-pocket damages, sanctions or other liability imposed on Seller and the reasonable expenses incurred by Seller directly related thereto. (d) any liability of Seller to any Person (other than the Deco Companies or another Person that is a party to this Agreement or any Related Person of Seller) as determined by any final, nonappealable judgment of a court of competent jurisdiction (or settlement approved in no event shall writing by Buyer’s liability for Losses (including Buyer’s reasonable costs ) arising in connection with the Closing Date Financing on account of defending a Third Party Claim information provided by or on behalf of Seller pursuant to Section 8.45.9 hereof, provided that the responsibility of Buyer to Seller under this subsection shall not relieve Seller of any liability that Seller would otherwise have to Buyer under this Agreement, if any, on account of the same conduct that gives rise to Buyer's responsibility hereunder, and provided further that the Losses shall be limited to the direct out-of-pocket payments made by Seller to such Person and reasonable expenses incurred by Seller directly related thereto. As an example of the foregoing, if (i) under Seller's liability to such Person is $300,000, (ii) Seller's liability to such Person also constitutes a violation of Seller's obligations to Buyer hereunder, (iii) the Seller Total Threshold (as defined in Section 8.2(a10.14(i)(iii) exceedbelow) would apply to such violation, individually or and (iv) Seller has not otherwise breached this Agreement, Buyer shall indemnify Seller for the entire $300,000 and such indemnification shall count against the Seller Total Threshold; but if, in the aggregatesame circumstances, One Million Seven Hundred Thousand Dollars (Seller's liability si $1,700,000)700,000, Buyer shall indemnify Seller for only $500,000 of such liability, Seller shall pay the remaining $200,000 and the Seller Total Threshold shall be exhausted. The provisions If, in the situation described in the preceding sentence, Seller's liability to such Person does not constitute a violation of this Section 8.2(c) Seller's obligations to Buyer hereunder, Buyer shall not apply to indemnify Seller for the entire $300,000 and $700,000, respectively, and no such indemnification obligations arising out of, relating to or resulting from fraud on shall count against the part of BuyerSeller Total Threshold.

Buyer Indemnification. Buyer shall indemnify, defend and hold harmless Broker and its affiliates, directors, officers, members, stockholders, employees, agents, consultants, attorneys, and other representatives (each an “Indemnified Person”) to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, action, suit, proceedings and expenses (including reasonable attorney’s and other professionals’ fees and costs), as they are incurred, in connection with or as a result of either Broker’s engagement or any matter referred to in this Agreement, except to the extent any such loss, claim, damage or liability is found by a final and non-appealable judgment by a court of competent jurisdiction to have resulted from the recklessness or bad faith of Broker in performing the Services. Buyer shall be entitled to assume the defense of any such action, suit or proceeding at Buyer’s expense with counsel reasonably satisfactory to the Indemnified Person (in which case Buyer shall not be responsible for the fees and expenses of any separate counsel retained by such Indemnified Person, except in the limited circumstances described below in this Section). Notwithstanding Buyer’s election to assume the defense of such action, suits or proceeding (a) Subject such Indemnified Person shall have the right to employ separate counsel and to participate in the limitations set forth in this ARTICLE 8defense of such litigation or proceeding, and as otherwise expressly set forth herein, Buyer hereby agrees to indemnify Seller and Seller’s Subsidiaries, Affiliates and Representatives (the “Seller Indemnified Parties”), against and agrees to hold the Seller Indemnified Parties harmless from any Loss incurred or suffered by the Seller Indemnified Parties (regardless of whether or not such Losses relate to any Third Party Claim) arising out of or related to: (i) a Warranty Breach or Covenant Breach by Buyer; (ii) any Taxes of GPAA or LDMA (or any Subsidiary of either), or any Taxes of Buyer levied with respect to GPAA and LDMA, attributable to Tax periods (or portions of Tax periods) ending after the Closing Date and any other Taxes (including any and all income Taxes and Taxes in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periods; and (iii) the Assumed Liabilities. (b) Notwithstanding anything herein Buyer shall bear the reasonable fees, costs and expenses of separate counsel if the use of counsel selected by Buyer to represent such Indemnified Person would present such counsel with a conflict of interest under applicable laws or rules of professional conduct. CONFLICTS . Buyer acknowledges and agrees that Broker is in the business of providing introductions and private placement services, similar to the contrary Services, to sellers and subject buyers of securities in private transactions. As a result of its role as an intermediary or broker in various transactions, the interests of Buyer and Broker may be in conflict from time to the limitations set forth in this ARTICLE 8time. Specifically, Buyer shall have no liability with respect acknowledges and agrees that Broker is not required to indemnification under this Agreement due to exclusively represent Buyer in a Warranty Breach or Covenant Breach until the aggregate amount of Losses incurred by the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach by Buyer exceeds $25,000. (c) Except as expressly provided Transaction and may simultaneously represent others in the next sentence same Transaction with Buyer and receive a fee for such representation, including for (a) multiple buyers of this Section 8.2(c)securities of the Company and/or (b) an Introduced Seller in a Transaction with Buyer. Other conflicts of interest, notwithstanding anything herein to not discussed in herein, may also currently exist or arise during the contrary, in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs course of defending negotiating a Third Party Claim pursuant to Section 8.4) under Section 8.2(a) exceed, individually or in the aggregate, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions of this Section 8.2(c) shall not apply to indemnification obligations arising out of, relating to or resulting from fraud on the part of BuyerTransaction.

Buyer Indemnification. (a) Subject to 7.2.1 Notwithstanding the limitations set forth in this ARTICLE 8Closing or the delivery of the Purchase Price, the Buyer agrees that it will indemnify, defend and as otherwise expressly set forth herein, Buyer hereby agrees to indemnify hold harmless the Seller and Seller’s Subsidiaries, Affiliates its respective successors and Representatives assigns (the “"Seller Indemnified Parties”)") from and against all claims, against damages, other liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and agrees to hold the Seller Indemnified Parties harmless from any Loss incurred expenses, including reasonable attorneys' fees and expenses of investigation whether absolute, accrued, conditional or suffered by the Seller Indemnified Parties (regardless of otherwise, and whether or not such Losses relate resulting from Third Party Claims (collectively, the "Damages"), incurred or sustained by any Seller Indemnified Party as a result of, in connection with or because of any inaccuracy in, breach or violation of any representation, warranty, covenant or agreement made by the Buyer in this Agreement. 7.2.2 In the event that the Seller desires to make a claim against the Buyer under Section 7.2.1 in connection with any action, suit, proceeding or demand at any time instituted against, or made upon, the Seller by any third party for which the Seller may seek indemnification hereunder (a "Third Party Claim) arising out of or related to: (i) a Warranty Breach or Covenant Breach by Buyer; (ii) any Taxes of GPAA or LDMA (or any Subsidiary of either"), or any Taxes of Buyer levied with respect to GPAA and LDMA, attributable to Tax periods (or portions of Tax periods) ending after the Closing Date and any other Taxes (including any and all income Taxes and Taxes in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periods; and (iii) the Assumed Liabilities. (b) Notwithstanding anything herein to the contrary and subject to the limitations set forth in this ARTICLE 8, Buyer shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until the aggregate amount of Losses incurred by the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach by shall promptly notify the Buyer exceeds $25,000. (c) Except as expressly provided in the next sentence of this Section 8.2(c), notwithstanding anything herein to the contrary, in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs of defending a such Third Party Claim pursuant to Section 8.4) under Section 8.2(a) exceedand of the Seller's claim of indemnification with respect thereto; provided, individually or in the aggregatehowever, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions of this Section 8.2(c) shall not apply to indemnification obligations arising out of, relating to or resulting from fraud that no reasonable delay on the part of the Seller in notifying the Buyer shall relieve the Buyer from any obligation hereunder. The Buyer shall have thirty (30) days after receipt of such notice to notify the Seller if it has elected to assume the defense of such Third Party Claim. If the Buyer timely elects to assume the defense of such Third Party Claim, the Buyer shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing, provided that (a) the Seller may participate in the defense of such Third Party Claim with its or their own counsel at its or their own expense, (b) the Buyer must conduct the defense of the Third Party Claim actively and diligently in order to preserve its rights in this regard and (c) the Buyer may not settle any claim or matter which imposes a material obligation or adverse impact upon the Seller without the consent of the Seller, which it may grant or withhold in its sole and complete discretion. If the Buyer fails to notify the Seller within thirty (30) days after receipt of the notice of a Third Party Claim, the Seller shall be entitled to assume the defense of such Third Party Claim (and the Seller need not consult with, or obtain the consent of the Buyer.) and in the Seller's sole discretion prosecute, litigate, settle and perform such other actions as the Seller may deem necessary in order fully to protect the Seller's interests, and the Buyer will remain responsible for indemnification of the Seller to the full extent provided in this Article X.

Buyer Indemnification. (a) Subject to Buyer and the limitations set forth in this ARTICLE 8, Buying Affiliates shall jointly and as otherwise expressly set forth herein, Buyer hereby agrees to severally indemnify Seller and Seller’s Subsidiariesits respective officers, directors, employees, equity holders, Affiliates (including the Selling Affiliates), successors and Representatives permitted assigns (each, a “Seller Party” and collectively, the “Seller Indemnified Parties”), ) and hold each of them harmless from and against and agrees to hold pay on behalf of or reimburse the Seller Indemnified Parties harmless from in respect of any Loss incurred which any such Seller Party may suffer, sustain or suffered become subject to, as the result of, in connection with, relating to or incidental to or by the Seller Indemnified Parties (regardless of whether or not such Losses relate to any Third Party Claim) arising out of or related tovirtue of: (i) a Warranty Breach any misrepresentation or Covenant Breach the breach of any representation or warranty made by BuyerBuyer or any Buying Affiliate contained in this Agreement, the other Transaction Documents, any Exhibit, Schedule or Disclosure Schedule hereto or any certificate delivered by Buyer to Seller with respect hereto or thereto, provided that, in the determination of any Losses suffered pursuant thereto, such representation and warranty shall be considered without regard to any reference to material, materially, material respects, material adverse effect or similar language; (ii) the breach of any Taxes of GPAA covenant or LDMA (agreement made by Buyer or any Subsidiary of either)Buying Affiliate contained in this Agreement, the other Transaction Documents, any Exhibit, Schedule or Disclosure Schedule hereto or any Taxes of certificate delivered by Buyer levied to Seller with respect to GPAA hereto or thereto; (iii) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby and LDMAthereby based upon any alleged agreement, attributable to Tax periods (arrangement or portions understanding between the claimant and Buyer or any of Tax periods) ending after the Closing Date and any other Taxes (including any and all income Taxes and Taxes in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA its agents or LDMA or their Subsidiaries) for any Tax periodsrepresentatives; and (iiiiv) the assertion against Seller Party of any Liability that is an Assumed LiabilitiesLiability. (b) Notwithstanding anything herein to the contrary and subject to the limitations set forth in this ARTICLE 8, Buyer shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until the aggregate amount of Losses incurred by the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach by Buyer exceeds $25,000. (c) Except as expressly provided in the next sentence of this Section 8.2(c), notwithstanding anything herein to the contrary, in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs of defending a Third Party Claim pursuant to Section 8.4) under Section 8.2(a) exceed, individually or in the aggregate, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions of this Section 8.2(c) shall not apply to indemnification obligations arising out of, relating to or resulting from fraud on the part of Buyer.

Buyer Indemnification. (a) Subject to the terms and conditions set forth in this Agreement, Sellers will in accordance with their Pro Rata Percentage indemnify, defend and hold harmless the Buyer Parties and their respective officers, directors, employees and Affiliates (including, from and after the Closing, the Target Companies) (collectively, the “Buyer Indemnitees”) from and against all Damages actually asserted against or actually incurred by any Buyer Indemnitee as a result of or arising out of: (i) (A) any Taxes of a Target Company with respect to Pre-Closing Tax Periods, including, without limitation, any Tax imposed on any Target Company attributable to the making of the Section 338(h)(10) Election (including (i) any Tax imposed under section 1374 of the Code, (ii) any Tax imposed under Treasury Regulations Section 1.338(h)(10)-1(d)(2), or (iii) any state, local or foreign Tax imposed on Target Company’s gain, provided, however, Sellers will not be liable for, and their indemnification obligations under this Agreement will not apply to any (y) Taxes to the extent such Taxes are taken into account in the Closing Adjustment and (z) Taxes imposed on a Target Company resulting from actions, decisions or elections undertaken or made by Buyer or any of its Affiliates (including the Target Companies) after Closing without Key Seller’s written consent which consent shall not be unreasonably withheld; (B) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Target Company (or any predecessor of any of the Target Companies) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. law or regulation; (C) all Taxes of any Person (other than any Target Company) imposed on any Target Company as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing Date; (ii) the failure of any representation or warranty stated in Article III (other than the Fundamental Representations stated therein and the representations and warranties stated in Section 3.15 (Tax Returns; Taxes)) to be true and correct as of the Effective Date and the Closing Date (or in the case of such representations and warranties that are as of a specific date, the failure of such representations and warranties to be true and correct as of such specified date); (iii) the failure of any of the Fundamental Representations stated in Article III and/or any of the representations and warranties stated in Section 3.15 (Tax Returns; Taxes) to be true and correct as of the Effective Date and the Closing Date (or, in the case of such representations and warranties that are as of a specified date, the failure of such representations and warranties to be true and correct as of such specified date); (iv) items (i), (ii), (iii), (vii) and/or (viii) (and (xi) solely as it relates to such items) under the definition of Company Indebtedness and Seller Transaction Expenses which are not fully repaid on the Closing Date or deducted from the Purchase Price; (v) all items and events set forth on Schedule 8.2(a)(v); and/or (vi) any breach by Energy Constructors of Section 6.15. (b) Subject to the terms and conditions set forth in this Agreement, from and after the Closing, each Seller will, severally but not jointly, indemnify, defend and hold harmless the Buyer Indemnitees from and against all Damages actually asserted against or actually incurred by any Buyer Indemnitee as a result of or arising out of: (i) the failure of any representation or warranty of such Seller stated in Article IV (other than the Fundamental Representations stated therein) to be true and correct as of the Effective Date and the Closing Date (or, in the case of such representations and warranties that are as of a specific date, the failure of such representations and warranties to be true and correct as of such specified date); (ii) the failure of any of the Fundamental Representations stated in Article IV to be true and correct as of the Effective Date and the Closing Date (or, in the case of such representations and warranties that are as of a specific date, the failure of such representations and warranties to be true and correct as of such specified date); and/or (iii) any breach by such Seller of any of such Seller’s covenants and agreements stated herein. (c) Each Seller’s obligation to indemnify the Buyer Indemnitees for Damages under Sections 8.2(a) and 8.2(b) is subject to the following limitations and requirements: (i) No indemnification will be made by any Seller pursuant to Section 8.2(a)(ii) unless and until the aggregate amount of all Damages incurred by or asserted against any Buyer Indemnitee that are indemnifiable hereunder (and are the subject of a written notice as provided in this Section 8.2) exceeds Five Hundred Thousand Dollars ($500,000) (such dollar amount being referred to as the “Basket”), and, if the aggregate amount of such Damages exceeds the Basket, Sellers will in accordance with their Pro Rata Percentage indemnify the Buyer Indemnitees for the aggregate amount of all such Damages in excess of the Basket (but subject to any other applicable limitations hereunder). (ii) The following sublimits of liability shall apply to Sellers’ indemnification obligations hereunder: (A) Subject to any other applicable limitations hereunder, each Seller’s aggregate indemnification obligations pursuant to Section 8.2(a)(ii) will be limited to its Pro Rata Percentage of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Cap Amount”), which amount is included in, counts toward and is not incremental to such Seller’s overall limit of liability provided for in Section 8.2(c)(ii)(B); and (B) Subject to any other applicable limitations hereunder, the aggregate liability of each Seller pursuant to this Section 8.2 will be limited to an amount equal to such Seller’s Pro Rata Percentage multiplied by the Closing Payment. (iii) Each Seller (each a “Seller Indemnifying Party”) will be obligated to indemnify a Buyer Indemnitee under this Section 8.2 only for those Claims for Damages as to which a Buyer Indemnitee has given such Seller Indemnifying Party written notice (1) promptly (but in no event later than ten (10) Business Days) after becoming aware of the facts giving rise to such Claim and (2) in any event prior to the end of the applicable Survival Period. Failure to timely provide such written notice shall not affect the right of the Buyer Indemnitee’s, except to the extent the Seller Indemnifying Party is prejudiced by such delay or omission. Any written notice delivered by a Buyer Indemnitee to such Seller Indemnifying Party with respect to Damages will set forth with reasonable specificity the basis of the claim for Damages if reasonably determinable at such time, and to the extent practicable, the amount of Damages claimed. Subject to the procedures with respect to Third-Party Claims under Section 8.5, if such written notice (or an amended notice) states the amount of Damages claimed and the applicable Seller Indemnifying Party notifies the applicable Buyer Indemnitee that such Seller Indemnifying Party does not dispute the Claim described in such written notice or fails to notify such Buyer Indemnitee within thirty (30) Business Days after delivery of such notice by such Buyer Indemnitee whether such Seller Indemnifying Party disputes the Claim described in such notice, Damages in the amount specified (but subject to the applicable indemnification limits) in such notice will be deemed agreed to by such Seller Indemnifying Party, and such Seller Indemnifying Party will be responsible for the payment of such Damages to such Buyer Indemnitee, unless Damages in respect of such Claim, once determined, are less than the amount specified in the written notice, in which event such Buyer Indemnitee will be entitled to recover such lesser amount (subject to the applicable indemnification limits). If the applicable Seller Indemnifying Party has timely disputed liability with respect to such Claim (each, a “Seller Disputed Claim”), Buyer and such Seller Indemnifying Party will proceed in good faith for a period of up to thirty (30) days to attempt to negotiate a resolution of such Seller Disputed Claim. If a written notice does not state the amount of Damages claimed, such omission will not preclude the Buyer Indemnitee from recovering from such Seller Indemnifying Party the amount of Damages with respect to the claim described in such notice if any such amount is not reasonably determinable at the time of delivery of such notice and it is promptly provided to such Seller Indemnifying Party once determined. (d) Subject to the procedures and limitations set forth in this ARTICLE 8Section 8.2, the applicable Seller Indemnifying Party will pay or cause to be paid the amount of any Damages to the applicable Buyer Indemnitee(s) within five (5) Business Days following the determination of an indemnifying party’s liability for, and as otherwise expressly the amount of, such Damages (whether such determination is made pursuant to the procedures set forth hereinin this Article VIII, by agreement between the applicable Buyer hereby agrees to indemnify Indemnitee and such Seller and Seller’s SubsidiariesIndemnifying Party, Affiliates and Representatives (or by a final judgment by a court of competent jurisdiction). Notwithstanding the “Seller Indemnified Parties”)foregoing, against and agrees to hold the Seller Indemnified Parties harmless from any Loss incurred or suffered by the Seller Indemnified Parties (regardless of whether or not such Losses relate to any Third Party Claim) arising out of or related to: (i) any Damages that a Warranty Breach or Covenant Breach by Buyer; Buyer Indemnitee is entitled to receive pursuant to Section 8.2(a)(ii) shall be payable solely from the Escrow Account, and (ii) any Taxes other payment that Sellers are obligated to make to any Buyer Indemnitee pursuant to Section 8.2(a) will be satisfied first, to the extent there are sufficient funds in the Escrow Account, by release of GPAA or LDMA (or funds to such Buyer Indemnitee from the Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement and then, to the extent the Escrow Amount is insufficient to pay any Subsidiary of either)remaining amounts due, or any Taxes the Escrow Account no longer then exists, Sellers will be required to pay all of such additional sums due and owing to such Buyer levied Indemnitee in accordance with respect to GPAA and LDMA, attributable to Tax periods (or portions of Tax periods) ending after the Closing Date and any other Taxes (including any and all income Taxes and Taxes in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periods; and (iii) the Assumed Liabilities. (b) Notwithstanding anything herein to the contrary and subject to the terms and limitations set forth in of this ARTICLE 8Article VIII. Key Seller will cooperate expeditiously with Buyer to prepare and execute written instructions to Escrow Agent necessary to effectuate the release of any funds from the Escrow Account as required hereunder. Notwithstanding the foregoing, Buyer shall have no liability with respect to indemnification under this Agreement due any Damages that a Buyer Indemnitee is entitled to a Warranty Breach or Covenant Breach until the aggregate amount of Losses incurred by the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach by Buyer exceeds $25,000. (c) Except as expressly provided in the next sentence of this Section 8.2(c), notwithstanding anything herein to the contrary, in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs of defending a Third Party Claim receive pursuant to Section 8.4) under Section 8.2(a) exceed, individually or in the aggregateevent that the Escrow Amount is insufficient to pay any such Damages due, One Million Seven Hundred Thousand Dollars or the Escrow Account no longer then exists and a Seller ($1,700,000)a “Non-Performing Seller”) does not pay its Pro Rata Percentage of such Damages (the “Missing Payment”) within five (5) Business Days following the determination of such Non-Performing Seller’s liability for, and the amount of, the Missing Payment, then Key Seller will pay the Missing Payment on behalf of the Non-Performing Seller to the applicable Buyer Indemnitee, provided that Key Seller shall be entitled to seek reimbursement from such Non-Performing Seller for such payment. The provisions Buyer may, upon Buyer’s election in its sole discretion, require any other payment that any Seller is obligated to make to any Buyer Indemnitee pursuant to Section 8.2 to be paid by release of this Section 8.2(c) funds to Buyer from the Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement; provided, however, that the funds to be released from the Escrow Account with respect to the obligation of any Seller shall not apply to indemnification obligations arising out of, relating to or resulting from fraud on exceed such Seller’s Pro Rata Percentage of the part of BuyerEscrow Account.

Buyer Indemnification. (a) Subject to the limitations set forth in this ARTICLE 8, and as otherwise expressly set forth herein, Buyer hereby agrees to indemnify indemnify, defend and hold Seller and Seller’s Subsidiariesits parent, Affiliates affiliates, subsidiaries, lender(s), successors and Representatives assigns and each of their respective owners, members, shareholders, partners, directors, officers, managers, employees and agents (collectively, the “Seller Indemnified PartiesIndemnitees”), against and agrees to hold the Seller Indemnified Parties ) harmless from and against any Loss incurred and all losses, actions, suits, claims, demands, judgments, liabilities, damages, penalties, costs (including without limitation court costs and costs of appeal) and expenses (including without limitation reasonable attorneys’ fees and costs and fees and costs of expert witnesses and consultants) incident to, resulting from, or suffered by the Seller Indemnified Parties (regardless of whether or not such Losses relate to in any Third Party Claim) way arising out of or related to: in connection with (i) a Warranty Breach any tort claim or Covenant Breach by Buyer; breach of contract claim or other claim for money due and owing in connection with the ownership or operation of any of the Assets from and after the Closing; and/or (ii) any Taxes breach or default by Buyer of GPAA any representation, warranty, covenant or LDMA (or any Subsidiary of either), or any Taxes agreement of Buyer levied with respect to GPAA and LDMA, attributable to Tax periods (contained in this Agreement or portions of Tax periods) ending after the Closing Date and in any other Taxes (including any and all income Taxes and Taxes documents executed in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periodsconnection herewith; and and/or (iii) the Assumed Liabilities. Buyer’s ownership, possession, use or occupancy of any of the Assets from and after Closing; and/or (biv) Notwithstanding anything herein investigating, preparing or defending any litigation or proceeding (commenced or threatened) incident to the contrary enforcement of the Buyer’s indemnification obligations hereunder. Notwithstanding the foregoing, the Buyer and subject to the limitations set forth in this ARTICLE 8, Buyer shall have no liability with respect to indemnification Seller acknowledge and agree that certain rights and obligations under this Agreement due are to a Warranty Breach or Covenant Breach until be assigned to LGO pursuant to the aggregate amount of Losses incurred by LGO Assignment and Assumption Agreement (as hereinafter defined); that the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach by Buyer exceeds $25,000. (c) Except as expressly provided in the next sentence of Buyer’s obligations under this Section 8.2(c), notwithstanding anything herein to the contrary, in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs of defending a Third Party Claim pursuant to Section 8.4) under Section 8.2(a) exceed, individually or in the aggregate, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions of this Section 8.2(c12(b) shall not apply to such rights and obligations; and Seller shall look solely to LGO for indemnification in connection with the rights and obligations arising out of, relating assigned to or resulting from fraud on LGO (as set forth more fully in the part LGO Assignment and Assumption Agreement). The obligations of BuyerBuyer under this Section 12 (b) shall survive the Closing.

Buyer Indemnification. (a) Subject Buyer agrees to indemnify, defend and hold harmless Supplier and its Affiliates (including without limitation is directors, officers, employees, agent, representatives and shareholders) from and against any and all claims by any third party, including any claims, actions, suits, proceedings, liabilities, obligations, losses, damages (including any fines, penalties or punitive damages), settlement, interests, costs and expenses (including attorneys’ fees, court costs and other reasonable out–of–pocket expenses incurred in investigating, preparing or defending any of the foregoing or in enforcing rights hereunder) resulting therefrom by reason of or in connection with or arising out of or relating to any sale, transfer, or use by any person of any Products or services sold or otherwise made available by Buyer or any related persons or entities (including without limitation any current or former direct or indirect parent or subsidiary or any Affiliate or associate thereof) in which Biomaterials and/or Stock Shape are incorporated or otherwise involved, except to the limitations set forth in this ARTICLE 8extent arising or resulting from (i) the failure of the Biomaterials to conform with the Specifications and such failure is proved to be the actual and proximate cause of the claimed personal injury and/or property damage or (ii) the failure of the Stock Shape to conform with the Supply Manufacturing Definition and such failure is proved to be the actual and proximate cause of the claimed personal injury and/or property damage. (b) Should Supplier or any person or entity seek indemnification hereunder, Supplier must promptly notify Buyer within sixty (60) calendar days of the date of actual notice of any claim for which it seeks indemnification, provided that any such failure shall not relieve Buyer of its obligations hereunder except to the extent that Buyer is actually prejudiced by such failure to notify. Supplier shall promptly provide Buyer, on an ongoing basis, with all information and as otherwise expressly materials relating to the claim. In the event that Buyer shall be called upon to provide the indemnification set forth herein, Buyer hereby agrees shall control the defense, litigation and/or settlement of such claim (except to indemnify Seller and Seller’s Subsidiariesthe extent that any settlement involves some commitments, Affiliates and Representatives (responsibilities and/or obligations on the “Seller Indemnified Parties”part of Supplier, in which case such settlement shall require the prior written consent of the Supplier which will not be unreasonably withheld), against action or proceeding with attorneys of its choosing, and agrees to hold the Seller Indemnified Parties harmless from any Loss incurred or suffered by the Seller Indemnified Parties (regardless of whether or not such Losses relate to any Third Party Claim) arising out of or related to: (i) a Warranty Breach or Covenant Breach by Buyer; (ii) any Taxes of GPAA or LDMA (or any Subsidiary of either), or any Taxes of Buyer levied with respect to GPAA and LDMA, attributable to Tax periods (or portions of Tax periods) ending after the Closing Date and any other Taxes (including any Supplier and all income Taxes and Taxes in the nature of income Taxes) of other indemnified persons or entities shall cooperate as may reasonably be required by Buyer (but at Buyer’s reasonable expense in such defense, litigation and/or settlement). Supplier reserves the right to participate at its own cost in any proceedings with counsel of its own choosing provided that if Buyer fails to appoint suitably and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periods; and (iii) the Assumed Liabilities. (b) Notwithstanding anything herein to the contrary and subject to the limitations set forth in this ARTICLE 8reasonably qualified counsel, Buyer shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until the aggregate amount of Losses be responsible for all attorney’s fees and costs incurred by or charged to Supplier; provided however that Supplier shall have ten (10) days from the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach time Supplier is notified of counsel selected by Buyer exceeds $25,000. (c) Except as expressly provided in the next sentence of this Section 8.2(c)to object to such counsel selected by Buyer, notwithstanding anything herein and thereafter Supplier cannot object to the contrary, such counsel and in no event shall BuyerBuyer thereafter be responsible for any attorney’s liability for Losses (including Buyer’s reasonable fees and costs incurred by or charged to Supplier. Supplier, Buyer and their respective counsel will cooperate fully and make available all books, records, information and witnesses under their control and reasonably necessary or useful in connection with the defense of defending a Third Party Claim pursuant to Section 8.4) under Section 8.2(a) exceedany such claim. Buyer shall not, individually or in the aggregatedefense of any such claim or proceeding, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions except with the prior written consent of this Section 8.2(c) Supplier which shall not apply be unreasonably withheld, consent to indemnification obligations the entry of any judgment or enter into any settlement which would be to the financial or other detriment of Supplier. Buyer shall confer with Supplier concerning the terms of any proposed settlement or judgment arising out of, in the course of such defense prior to consenting to the entry of any judgment or entering in any settlement. Buyer shall use reasonable efforts to prevent Supplier from being added as a defendant to any lawsuit involving or relating to Products, and shall use reasonable efforts to seek immediate dismissal, or resulting from fraud on summary judgment of non–liability of Supplier for any lawsuit involving or relating to Products in which Supplier is a named defendant, by employing defense mechanisms including, but not limited to, those set forth in the part Biomaterials Access Assurance Act of Buyer1998, as codified in 21 U.S.C. § 1601 et. seq., and the bulk supplier and/or learned intermediary doctrines.

Buyer Indemnification. (a) Subject to Buyer will indemnify and hold harmless Seller, its affiliates, partners, directors, officers, stockholders, members, representatives, advisors, agents, successors and assigns (collectively, the limitations set forth in this ARTICLE 8"Seller Indemnitees") from and pay any and all Damages, and as otherwise expressly set forth hereindirectly or indirectly, Buyer hereby agrees to indemnify Seller and Seller’s Subsidiaries------------------ resulting from, Affiliates and Representatives (the “Seller Indemnified Parties”)relating to, against and agrees to hold the Seller Indemnified Parties harmless from any Loss incurred arising out of, or suffered by the Seller Indemnified Parties (regardless of whether or not such Losses relate attributable to any Third Party Claim) arising out one of or related to: the following: (i) a Warranty Breach any breach of any representation or Covenant Breach by Buyer; warranty Buyer has made in this Agreement, (ii) any Taxes breach by Buyer of GPAA any covenant or LDMA (or any Subsidiary of either), or any Taxes obligation of Buyer levied with respect in this Agreement, and (iii) cleanup, remediation or removal of Hazardous Substances or other environmental conditions on the Property to GPAA the extent (A) required by law and LDMA, attributable to Tax periods (or portions of Tax periodsB) ending not existing on the Property until after the Closing Date and any other Taxes (including any and all income Taxes and Taxes Date. The term "Damages" as used in this Section 5.7 is not limited to matters --- asserted by third parties against Seller, but includes Damages incurred or sustained by Seller in the nature absence of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periods; and (iii) the Assumed Liabilitiesthird party Claims. (b) Notwithstanding anything herein If any third party Claim is commenced in which any Seller Indemnitee is a party that may give rise to a Claim for indemnification against Buyer hereunder (a "Seller Indemnification Claim") then such Seller ------------------------------- Indemnitee will promptly give notice to Buyer of such Claim. Failure to notify Buyer of such Claim will not relieve Buyer of any liability that Buyer may have to the contrary and subject Seller Indemnitee, except to the limitations set forth in this ARTICLE 8, Buyer shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until extent the aggregate amount defense of Losses incurred such Claim is materially and irrevocably prejudiced by the Seller Indemnified Parties due Indemnitee's failure to a Warranty Breach or Covenant Breach by give such notice. Buyer exceeds $25,000. (c) Except as expressly provided in will have the next sentence right to defend against an Seller Indemnification Claim, at its own expense, with counsel of this Section 8.2(c), notwithstanding anything herein its choice satisfactory to the contrarySeller Indemnitee if (i) within fifteen (15) days following the receipt of notice of the Seller Indemnification Claim, Buyer notifies the Seller Indemnitee in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs writing that Buyer will indemnify the Seller Indemnitee from and against the entirety of defending a Third Party Claim pursuant to Section 8.4) under Section 8.2(a) exceedany Damages such Seller Indemnitee may suffer resulting from, individually or in the aggregaterelating to, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions of this Section 8.2(c) shall not apply to indemnification obligations arising out of, relating or attributable to the Seller Indemnification Claim; (ii) the Seller Indemnification Claim involves only money Damages and does not seek an injunction or resulting from fraud on other equitable relief and (iii) Buyer continuously conducts the part defense of Buyerthe Seller Indemnification Claim actively and diligently. So long as Buyer is conducting the defense of the Seller Indemnification Claim in accordance with this Section 5.7(b), (i) Seller ------ Indemnitee may retain separate co-counsel at its own cost and expense and participate in the defense of the Seller Indemnification Claim, (ii) Seller Indemnitee will not consent to any settlement or the entry of any Order with respect to the Seller Indemnification Claim without the prior written consent of Buyer (not to be withheld unreasonably) and (iii) Buyer will not consent to any settlement or the entry of any Order with respect to the Seller Indemnification Claim without the prior written consent of the Seller Indemnitee (not to be withheld unreasonably).

Buyer Indemnification. (a) Subject to Buyer shall indemnify the limitations set forth in this ARTICLE 8, and as otherwise expressly set forth herein, Buyer hereby agrees to indemnify Seller and Seller’s Subsidiariesits successors and permitted assigns (collectively, Affiliates and Representatives (the “Seller Indemnified Parties”), ) and hold each of them harmless from and against and agrees to hold pay on behalf of or reimburse the Seller Indemnified Parties harmless from in respect of any Loss incurred which such Seller Party may suffer, sustain or suffered become subject to, as the result of, in connection with, relating to or by the Seller Indemnified Parties (regardless of whether or not such Losses relate to any Third Party Claim) arising out of or related tovirtue of: (i) a Warranty Breach the breach by Buyer of any representation or Covenant Breach warranty made by BuyerBuyer contained in this Agreement or any other Transaction Document to the Seller; (ii) the breach of any Taxes of GPAA covenant or LDMA (agreement made by Buyer contained in this Agreement or any Subsidiary of either), or any Taxes of Buyer levied with respect to GPAA and LDMA, attributable to Tax periods (or portions of Tax periods) ending after the Closing Date and any other Taxes (including any and all income Taxes and Taxes in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periodsTransaction Documents; andor (iii) the Assumed Liabilities. operations, conduct, errors or omissions of the Company after the date hereof; provided, that with respect to any claim for indemnification by any Seller Party pursuant to Section 7.2(b)(i) (bother than with regard to Fundamental Representations or claims for fraud or willful misrepresentation): (A) Notwithstanding anything herein to the contrary and subject to the limitations set forth in this ARTICLE 8, Buyer shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until for such claim unless the aggregate amount of Losses incurred by the Seller Indemnified Parties due with respect to a Warranty Breach or Covenant Breach by Buyer exceeds $25,000. (c) Except as expressly provided in the next sentence of this Section 8.2(c), notwithstanding anything herein to the contrary, in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs of defending a Third Party Claim all indemnification claims made pursuant to Section 8.47.2(b)(i) under Section 8.2(aexceeds the Deductible and then only to the extent the Losses relating to such claims exceed the Deductible; provided, further, that in calculating whether the Deductible has been exceeded, only claims (or series of claims arising from the same or substantially similar facts or circumstances) exceedfor Losses in excess of the Mini-Basket shall be considered, individually or in (B) Buyer’s maximum liability for all such claims shall not exceed the aggregateCap; provided, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions of this Section 8.2(c) that such limitation shall not apply to, and each Seller Party shall be entitled to make, claims for indemnification obligations in respect of (i) Losses arising out of, relating to of any inaccuracy or resulting from breach of any Fundamental Representation and (ii) Losses arising out of fraud on the part of Buyeror intentional misrepresentation.