Common use of By Seller Clause in Contracts

By Seller. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (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 (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Seller will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By Seller. In the event of a registration of any Registrable Securities under the Securities Act pursuant Seller agrees to this Agreementindemnify, Seller will indemnify defend and hold harmless each Selling Holder thereundersave Buyer, its officer, directors, officers, and employees from and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any lossesand all damages, liabilities, actions, causes of action, suits, claims, damagesdemands, losses, costs and expenses or liabilities (including without limitation reasonable attorneys’ fees and expensesattorney's fees) (collectively"Indemnified Items") for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, “Losses”)its employees, joint agents or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act representatives or otherwise, insofar as such Losses (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 (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them contractors in connection with investigating the performance of services at Buyer's premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or defending any such Loss or actions or proceedingstrade secret; provided, however, that Seller will not be liable in any such case if and shall have no liability under this Section to the extent that any such Loss arises out Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents or is based upon representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an untrue statement application or alleged untrue statement environment for which it was not designed or omission or alleged omission so made in conformity with information furnished (vi) modifications of the Product by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such anyone other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Lawthan Seller without Seller's prior written approval. Such indemnity Buyer shall remain in full force and effect regardless provide Seller prompt written notice of any investigation made third party claim covered by or on behalf Xxxxxx's indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such Selling Holder Indemnified Personclaim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refund to Buyer the amortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and shall survive their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the transfer extent arising from or in connection with (i) the negligence or willful misconduct of such securities Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by such Selling HolderSeller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.

By Seller. In All representations, warranties, covenants and agreements of the event Seller contained herein, or in any agreement, certificate or document executed by any Seller in connection herewith and all indemnification obligations set forth in this Section 5.1, will survive the Closing for a period of three (3) years from the Closing. Any claims made under this Section 5.1 will be made or asserted by Purchaser to Seller in writing within three (3) years from the Closing. Notwithstanding the above, any claim made for a registration breach of any Registrable Securities under representation, warranty, covenant or agreement of Seller contained in this Agreement relating to tax matters, or any liability for taxes, may be made until the Securities Act pursuant expiration of the applicable statute of limitations (including any extension thereof) governing claims by the applicable governmental authority or person with respect to this Agreementsuch matters. The Seller, Seller will indemnify jointly and severally, agree to indemnify, defend and hold harmless each Selling Holder thereunder, its directorsPurchaser and/or the Purchaser's assignee and their respective stockholders, officers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officersmembers, employees or agents managers, partners, employees, agents, successors and assignees (collectively, the “Selling Holder Indemnified Persons”"Purchaser Indemnitees"), from and against any and all losses, claims, damages, liabilities, obligations, assessments, suits, actions, proceedings, claims or demands, including costs, expenses or liabilities and fees (including reasonable attorneys’ fees ' fees, accountant, paralegal, and expensesexpert witness fees) incurred in connection with, suffered by any of them or asserted against any of them or the assets acquired by Purchaser hereunder (collectively, “"Purchaser's Losses”"), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon (a) the failure of any untrue statement representation or alleged untrue statement warranty of Seller contained herein, or in any agreement, certificate or document executed by Seller in connection herewith, to be true and correct in all material respects when made, (b) the breach in any material respect of any material fact (in the case covenant or agreement of any prospectus, in light of the circumstances under which such statement is made) Seller contained in a Registration Statement or any other registration statement contemplated by this Agreement, (c) any preliminary prospectus, prospectus supplement, free writing prospectus liability or final prospectus contained thereinobligation of Seller arising out of Seller's Business prior to the Effective Date, or (d) any amendment arrangements or supplement thereof, or arise out of or are based upon the omission agreements made or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectushave been made by Seller with any broker, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal finder or other expenses reasonably incurred by them agent in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Seller will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holdertransactions contemplated hereby.

By Seller. In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to this Agreement, Seller each seller of Registrable Shares, severally (and not jointly or jointly and severally), will indemnify and hold harmless the Company, each Selling Holder thereunder, of its directors, directors and officers, employees and agents each underwriter, if any, and each Personperson, if any, who controls the Company or any such Selling Holder underwriter within the meaning of the Securities Act and or the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which the Company, such Selling Holder Indemnified Person directors and officers, underwriter, or controlling person may become subject under the Securities Act, the Exchange Act Act, state securities or blue sky laws, or otherwise, insofar as such Losses 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 a material fact (contained in the case of any prospectus, in light of the circumstances Registration Statement under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this AgreementRegistrable Shares were registered under the Securities Act, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, if the statement or omission was made in reliance upon and will reimburse each in conformity with information furnished in writing to the Company by or on behalf of such Selling Holder Indemnified Person seller, specifically for any legal or other expenses reasonably incurred by them use in connection with investigating the preparation of such Registration Statement, prospectus, amendment, or defending any such Loss or actions or proceedingssupplement; provided, however, that Seller will not the obligations of a Shareholder hereunder shall be liable in limited to an amount equal to the proceeds to the Shareholder arising from the sale of Registrable Shares as contemplated herein where any such case if and losses, claims, damages, or liabilities are not determined to the extent that be caused at least primarily by any such Loss arises out of or is based upon an untrue statement of material fact made by, or alleged untrue statement or any omission or alleged omission so made in conformity with information furnished by to state a material fact by, such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderShareholder.

By Seller. In the event of a registration of any Registrable Securities under the Securities Act pursuant If prior to this AgreementClosing, Seller will indemnify breaches in any material -------- respect any of its covenants, obligations, liabilities or duties hereunder without such breach being cured within applicable notice and hold harmless each Selling Holder thereundercure periods, its directors, officers, employees or in any documents or certificates executed and agents and each Person, if any, who controls such Selling Holder within the meaning delivered by any of the Securities Act Seller Parties, or if any of Seller's representations and warranties prove to be false in any material respect as of the Exchange Act, and its directors, officers, employees or agents date deemed to be made (collectively, the “Selling Holder Indemnified Persons”a "Seller Default"), against Purchaser shall be entitled to elect one of the following options: (a) terminate its obligations to purchase and Seller's obligations to sell the Property and not proceed with Closing, whereupon Purchaser shall be entitled to a prompt return of the Xxxxxxx Money from Escrow Agent (to the extent actually paid by Purchaser) pursuant to the Xxxxxxx Money Trust Agreement as its sole and exclusive remedy (except as may be expressly set forth herein, including, without limitation, the last sentence of this Section 6.2), any and ----------- all other claims for losses, claims, damages, costs and expenses or liabilities (including being deemed waived hereby; provided however, the recovery of reasonable attorneys’ ' fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (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 (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating nonjudicial action, prior to trial or defending at trial, including any proceedings under the Bankruptcy Code, excluding, however, any attorneys' fees incurred on appeal) and expenses as hereinafter provided and any indemnification obligations set forth in this Agreement shall not be limited hereby; (b) seek specific performance of Seller's obligation to sell the Property, and if the Purchaser prevails in obtaining such Loss specific performance, Purchaser shall be entitled to recover its reasonable legal fees and costs actually incurred in obtaining the decree for specific performance (at trial but not on appeal) and otherwise Seller shall be entitled to recover its reasonable legal fees and costs in connection therewith; or actions or proceedings(c) proceed with Closing and in the event Closing occurs, exercise the rights and remedies set forth in Section ------- 6.3; provided, however, that Section 6.3 shall not apply to, and Seller will not shall --- ----------- have no liability (other than as provided in clauses (a) and (b) above and the last sentence of this Section 6.2) for any breach of Seller's representations ----------- and warranties which are known to Purchaser prior to Closing. Notwithstanding the foregoing, if there is a Seller Default and as a result thereof, Purchaser elects to seek specific performance and Purchaser is unable to obtain a judgment for specific performance of Seller's obligation to sell the Property, Purchaser shall thereafter be liable entitled to the remedy set forth in clause (a) above. If Seller hinders, delays, contests or interferes with Purchaser's receipt or retention of the Xxxxxxx Money pursuant to (a) above (or attempts to do any of the foregoing), then in any action brought thereon, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses (whether incurred in connection with nonjudicial action, prior to trial, at trial or on appeal or review, including any proceedings under the Bankruptcy Code. The prevailing party in any such case action for damages, or in the event Purchaser must pursue an action to recover the Xxxxxxx Money, shall be entitled to recover reasonable attorney's fees and expenses (whether incurred in connection with nonjudicial action, prior to trial, at trial or on appeal or review, including any proceedings under the Bankruptcy Code). Notwithstanding anything contained herein to the contrary, if this Agreement is terminated pursuant to clause (a) above due to an intentional breach by Seller in any material respect of any of its covenants hereunder or if Seller knowingly and intentionally caused one of Seller's representations and warranties to be false in any material respect, or if Seller's intentional action makes it impossible to enforce specific performance, then Seller shall reimburse Purchaser for the actual, out-of-pocket third party costs (not to exceed $100,000) incurred by Purchaser in connection with this transaction which are directly related to Purchaser's due diligence regarding the condition of the Property and Purchaser's reasonable attorneys' fees in connection with the negotiation of this Agreement (but excluding any loan commitment or related fees paid by Purchaser), to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required costs are evidenced to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderSeller's reasonable satisfaction.

By Seller. In From and after the event of a registration of any Registrable Securities under the Securities Act pursuant Closing Date, Futura and Inventor, jointly and severally, agree to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunderPurchaser and its successors and assignees, its their respective officers, directors, officersemployees, employees shareholders and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), "Purchaser Indemnitees") harmless against any lossesand all taxes, claims, liabilities, obligations, penalties, fines, losses, expenses (including costs of investigation), fees (including without limitation reasonable attorneys' fees and accounting fees), damages, expenses including without limitation amounts of judgments and/or amounts paid in settlement or liabilities (including reasonable attorneys’ fees and expenses) costs (collectively, “Losses”), joint all of the foregoing being called "Costs") suffered or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise incurred by a Purchaser Indemnitee and arising out of or are attributable to (i) any breach of any representation, warranty or covenant made by Seller herein or in any certificate or writing furnished pursuant hereto, (ii) any nonfulfillment of any agreement hereunder or entered into in connection herewith by Seller, (iii) any claim or liability, known or unknown, arising out of, or by virtue of, or based upon Seller's business and operations, (iv) any untrue statement claim or alleged untrue statement liability that the Device or any part thereof constitutes any infringement of any material fact (in patent duly issued by the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement United States or any other registration statement contemplated by this Agreementjurisdiction or the rights, claims or trade secrets of any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinthird party, or (v) any amendment claim or supplement liability that the Trademark or the use thereof infringes the rights of any third party. Purchaser agrees to give Seller prompt notice of any claim which could result in a claim for indemnification hereunder. Seller shall have the right to assume the defense thereof, or arise out of or are based upon the omission or alleged omission with counsel reasonably satisfactory to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingPurchaser, and will reimburse each after such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; providednotice from Seller, however, that Seller will not be liable to a Purchaser Indemnitee for any further legal or other expenses incurred by any Purchaser Indemnitee in connection with the defense thereof, other than the reasonable costs of investigation or assistance required by Seller. Purchaser may participate actively, at Purchaser's expense if Seller has assumed the defense, in any negotiations, lawsuit or other resolution of such case if and claim. Purchaser Indemnitees shall have the right to the extent that approve any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, court settlement if it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless would divest any Purchaser Indemnitee of any investigation made asset, affect Purchaser's operations or business or require any action or inaction by any Purchaser Indemnitee, any payment by any Purchaser Indemnitee or on behalf any admission of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderliability or guilt.

By Seller. In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to this Agreement, Seller each seller of Registrable Shares, severally (and not jointly or jointly and severally), will indemnify and hold harmless the Company, each Selling Holder thereunder, of its directors, directors and officers, employees and agents and each Personunderwriter, if any, each person, if any, who controls the Company or any such Selling Holder underwriter within the meaning of the Securities Act and or the Exchange Act, each other such stockholder and its directors, each of their officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”)directors and partners and each person controlling such stockholder, against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which the Company, such Selling Holder Indemnified Person directors and officers, underwriter, controlling person or such stockholder may become subject under the Securities Act, the Exchange Act Act, state securities or blue sky laws, or otherwise, insofar as such Losses 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 a material fact (contained in the case of any prospectus, in light of the circumstances Registration Statement under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this AgreementRegistrable Shares were registered under the Securities Act, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, if the statement or omission was made in reliance upon and will reimburse each in conformity with information furnished in writing to the Company by or on behalf of such Selling Holder Indemnified Person seller, specifically for any legal or other expenses reasonably incurred by them use in connection with investigating the preparation of such Registration Statement, prospectus, amendment, or defending any such Loss or actions or proceedingssupplement; provided, however, that Seller the sellers of Registrable Shares will not be liable in any such case if and to the extent that any such Loss loss, claim, damage or liability arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or omission prospectus to the extent that prior to the filing of such Registration Statement, preliminary prospectus or alleged omission so made in conformity with final prospectus such seller has furnished to the Company information furnished by such Selling Holder Indemnified Person in writing specifically expressly for use in a such Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplementamendment thereof or supplement thereto, which corrected or made not misleading information previously furnished to the Company and provided further that the obligations of a Stockholder hereunder shall be limited to an amount equal to the net proceeds to the Stockholder arising from the sale of Registrable Shares as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holdercontemplated herein.

By Seller. In the event of a registration of any Registrable Securities under the Securities Act pursuant Seller agrees to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunderPurchaser and its affiliates, its and their respective shareholders, directors, officers, employees employees, successors, assigns, and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Purchaser Indemnified Persons”), ) from and against any and all claims, losses, claims, damages, liabilities, expenses or liabilities costs (including “Losses”), plus reasonable attorneys’ fees and expenses) (collectivelyexpenses incurred in connection with Losses and/or enforcement of this Agreement, “Losses”), joint incurred by Purchaser by reason of or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement in connection with (i) the breach of any material fact (representation or warranty contained herein or in any certificate or other document delivered to Purchaser pursuant to the case provisions of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, (ii) the failure of Seller to perform any preliminary prospectusact required under this Agreement, prospectus supplement(iii) a claim by any third party with respect to any Liability, free writing prospectus contract, other commitment or final prospectus state of facts which constitutes a breach of any representation or warranty contained thereinin Section 4 hereof or in any certificate or other document delivered by or on behalf of Seller to Purchaser pursuant to the provisions of this Agreement, or (iv) any amendment or supplement thereofLiability of Seller. Purchaser agrees to give prompt notice to Seller of any claim for which Purchaser seeks indemnification hereunder, or arise out which notice shall include a reasonably detailed description of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingsuch claim, and will reimburse each a period of thirty (30) days to cure such Selling Holder Indemnified Person breach, and pay on such claim. If any claim is brought against Purchaser for which indemnification is sought from Seller under this Section 9.1, then Purchaser shall control the contest, defense, settlement or compromise of any legal or other expenses reasonably incurred by them such claim (including the engagement of counsel in connection therewith), at Seller’s cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with investigating such contest, defense, settlement or defending compromise, and Seller shall have the right to participate in the contest, defense, settlement or compromise of any such Loss or actions or proceedingsclaim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation; provided, however, that Seller will Purchaser shall not settle or compromise any such claim without the prior written consent of Seller, which consent shall not be liable unreasonably withheld or delayed. If Seller fails to assume the defense of such claim within 30 days of receipt of notice of such claim, or if at any txxx Xxxxxx shall fail to defend in good faith any such case if claim, Purchaser may assume the defense thereof and to the extent may employ counsel with respect thereto and all fees and expenses of such counsel shall be paid by Seller, and Purchaser may conduct and defend such claim in such manner as it may deem appropriate; provided, however, that Purchaser shall not settle or compromise any such Loss arises out claim without the prior written consent of Seller, which consent shall not be unreasonably withheld or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderdelayed.

By Seller. In Seller will, if Registrable Shares held by Seller are included in the event securities as to which such registration is being effected, indemnify Buyer, each of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, stockholders, partners, employees and agents and each Person, if any, person who controls such Selling Holder Buyer within the meaning of Section 15 of the Securities Act and the Exchange Act, and its each of the officers, directors, officerspartners, employees and agents and each person controlling Seller within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or agents (collectively, the “Selling Holder Indemnified Persons”actions in respect thereof), against including any losses, claims, damages, expenses or liabilities of the foregoing incurred in settlement of any litigation (including reasonable attorneys’ fees and expenses) (collectively, “Losses”' fees), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a any Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinProspectus, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or Prospectus, in reliance upon and will reimburse each such Selling Holder Indemnified Person in conformity with written information furnished to Buyer by Seller and stated to be specifically for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedingsuse therein; provided, however, that the obligation to indemnify will be individual to Seller will not and shall be liable limited to an amount equal to the net proceeds received by Seller of Registrable Shares sold in any connection with such case if and registration. In connection with a firm or best efforts underwritten offering, to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be customarily required by Law. Such indemnity shall remain the managing underwriter, Seller will indemnify the underwriters, their officers and directors and each person who controls the underwriters (within the meaning of Section 15 of the Securities Act), to the extent customary in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Personagreements; provided, however, that the obligation to indemnify will be individual to Seller and shall survive be limited to an amount equal to the transfer net proceeds received by Seller of Registrable Shares sold in connection with such securities by such Selling Holderregistration.

By Seller. In After the event of a registration of any Registrable Securities Closing, the Buyer shall, or shall cause the Company and its Subsidiaries to, maintain such coverage for such six (6) year period. (b) For six (6) years from the Closing, the Buyer shall cause the Company and its Subsidiaries to: (i) to the extent the Company or its Subsidiaries, as applicable, is permitted under the Securities Act pursuant applicable Laws of its jurisdiction of formation or incorporation and/or the Organizational Documents or any organizational documents of its Subsidiaries to this Agreementindemnify its own directors or officers, Seller will indemnify and hold harmless each Selling Holder thereunderany current or former officers, its directors, officersmanagers, or employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, Company and its directors, officers, employees or agents Subsidiaries (collectively, the “Selling Holder Indemnified PersonsCompany Indemnitees”)) against and from any Losses in connection with any Action, against to the extent such Action arises out of or pertains to any lossesaction or omission or alleged action or omission in such Company Indemnitee’s capacity as a director, claimsofficer, damagesor employee of the Company or any of its Subsidiaries at or prior to the Closing, and (ii) to the extent the Company or its Subsidiaries, as applicable, is permitted under the applicable Laws of its jurisdiction of formation or incorporation and/or the Organizational Documents or any organizational documents of its Subsidiaries, to pay in advance of the final disposition of any such Action the expenses or liabilities (including reasonable attorneys’ fees and expensesfees) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (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 (in the case Company Indemnitee upon receipt of any prospectus, in light an undertaking by or on behalf of the circumstances under which such statement Company Indemnitee to repay such amount if it shall ultimately be determined that such Company Indemnitee is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required not entitled to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedingsindemnified; provided, however, that Seller will not be liable all rights to indemnification under this Section 6.7(a) in respect of any Action pending or asserted or any claim made within such case period shall continue until the disposition of such Action or resolution of such Action. (c) Notwithstanding anything herein to the contrary, if and any Action (whether arising before, at or after the Closing) is made against any person covered by the D&O Insurance on or prior to the sixth (6th) anniversary of the Closing, the provisions of this Section 6.7 shall continue in effect until the final disposition of such Action. Except to the extent that required by applicable Law, neither the Buyer nor any of the Company or its Subsidiaries shall take any action so as to materially amend, modify, limit or repeal the provisions for indemnification of the Company Indemnitees contained in the Organizational Documents in such Loss arises out a manner as would adversely affect the rights of any Company Indemnitee to be exculpated or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished indemnified by such Selling Holder Indemnified Person Persons in writing specifically for use respect of their serving in a Registration Statement or such other registration statementcapacities prior to the Closing. (d) Notwithstanding anything contained in Section 10.9 hereof to the contrary, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and this Section 6.7 shall survive the transfer consummation of the transactions contemplated by this Agreement in accordance with its terms and shall be enforceable by the Company Indemnitees and their successors, heirs or representatives. In the event that any of the Company or its Subsidiaries after the Closing (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such securities by consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such Selling Holder.case, proper provision shall be made so that the successors and assigns of the Company or its Subsidiaries, as the case may be, shall succeed to the obligations set forth in this Section 6.7. (e) The obligations of the Buyer under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this

By Seller. In From and after the event of a registration of any Registrable Securities under Closing Date, to the Securities Act pursuant to extent provided in this AgreementArticle IX, Seller will shall indemnify and hold harmless each Selling Holder thereunderBuyer, its directors, officers, employees and agents Escalon and each Person, if any, who controls such Selling Holder within the meaning Affiliate and agent of the Securities Act Buyer and the Exchange Act, Escalon from and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any lossesDamages that any such indemnified party may sustain, claimssuffer or incur and that result from, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon relate to (a) any untrue statement or alleged untrue statement breach of any material fact representation, warranty, covenant or agreement of Seller contained in any Transaction Document; (b) any Tax Claim asserted against Buyer with respect to any Taxes of Seller or any of its affiliates (i) relating to the Transactions, and (ii) relating to operations of Seller or any of its affiliates through Closing; (c) any costs or Claims including, but not limited to, Claims made by private parties, Persons or entities and Claims made by a Governmental Body or agency relating to the pre-Closing generation, use or disposal of Hazardous Substances or other wastes by Seller; (d) any costs or Claims under any Environmental Law arising from the failure of Seller prior to the Closing Date to operate its business in compliance with Environmental Law; (e) any costs or Claims arising under any product warranty; and (f) any other Excluded Liability, whether arising before, on or after the case Closing. As used in this Article IX, the term "Damages" shall include (i) all losses, damages (including, without limitation, consequential damages), judgments, awards, penalties and settlements; (ii) all demands, claims, suits, actions, causes of action, proceedings and assessments, whether or not ultimately determined to be valid; and (iii) all costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated or arbitrated matter), penalties, court costs and fees and expenses of attorneys and expert witnesses) of investigating, defending or asserting any of the foregoing or of enforcing this Agreement. Anything to the contrary notwithstanding: (i) Buyer and Escalon shall not be indemnified and held harmless for any Claims or Damages arising under clause (a) of this Section 9.1 unless such claim is made within 18 months after the Closing Date; (ii) Buyer shall not be indemnified and held harmless for any Claims or Damages arising under clause (a) or clause (e) of this Section 9.1 unless and until the aggregate amount of such Claims and Damages exceeds $50,000, in which event Buyer and Escalon shall be indemnified and held harmless in respect of all Claims and Damages arising under such clauses; (iii) Buyer shall not be indemnified and held harmless in respect of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated Claims and Damages that are covered by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred insurance owned by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Seller will not be liable in any such case if and Buyer to the extent that any such Loss arises out of or net Damages is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished reduced by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.proceeds paid to