Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and Xxxxxxx, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Buyer covenants hereby agrees that from and agrees to after the Closing it shall indemnify, defend, protect defend and hold harmless Seller and Xxxxxxx, its Affiliates and their respective directors, officers, directorsstakeholders, employeespartners, stockholdersmembers, attorneys, accountants, agents, representatives and Affiliates employees and their heirs, successors and permitted assigns, each in their capacity as such (collectively, the “Seller Indemnified Parties”) at all times from from, against and after in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the date Seller Indemnified Parties, whether in respect of this Agreement from and against all losses, liabilities, damages, third party claims, actionsclaims between the parties hereto, suitsor otherwise, proceedingsdirectly or indirectly relating to, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result arising out of or arising resulting from (ia) the Assumed Liabilities Related to each Specified Business, (b) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any a covenant or agreement (including any other agreement of Buyer contained in this Agreement or (c) the Transferred Assets Related to indemnify each Specified Business, each Specified Business or the Transferred Employees to the extent attributable to the operation or ownership of the Transferred Assets Related to such Specified Business or such Specified Business, or the employment of the Transferred Employees following the Closing. Notwithstanding anything to the contrary set forth in this Agreement) on , to the part extent that any Seller Indemnified Party is or becomes a shareholder or other equity holder of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability Parent or any of its Affiliates, indemnification hereunder shall not include Losses suffered by such Seller Indemnified Party (or its Affiliates) in such shareholder or other debt, liability or obligation equity holder capacity by reason of Split-Off Subsidiary, (ivi) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities indemnities being provided by Buyer hereunder or (Bii) the business Losses suffered in such capacity in respect of Split-Off Subsidiary, any Transferred Assets or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Assumed Liabilities.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxSeller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ ' fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “"Losses”"), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiaryrelating to the Business, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAssumed Liabilities or to the Business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an "Affiliate" is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity.

Indemnification by Buyer. 11.2.1. Buyer covenants and agrees to shall indemnify, defend, protect save and hold harmless Seller and Xxxxxxx, the Shareholder and their respective its officers, directorsmanagers, members, employees, stockholders, agents, representatives and Affiliates affiliates (collectively, the “Seller Indemnified PartiesIndemnitees”) at all times from and after the date of this Agreement harmless from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (expenses, including specifically, but without limitation, reasonable attorneys’ fees fees, interest, penalties, and expenses of all reasonable amounts paid in investigation), whether defense or not involving a third party claim and regardless settlement of any negligence of the foregoing net of receipt of insurance or other proceeds (net of any Seller Indemnified Party expenses to obtain recovery and retroactive adjustment or other reimbursement to the insurer or other payor in respect to such payment) and Tax benefits (net of any expenses to obtain such benefits) (collectively, the “LossesSeller Damages”)) asserted against, imposed upon or resulting to or incurred by any Seller Indemnified Party as Indemnitees resulting from or in connection with: (a) a result breach of or arising from (i) any breach of the representations and warranties of such made by Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on , the part of such Disclosure Schedules, the exhibits, certificates or other closing documents delivered by Buyer under pursuant to this Agreement, or in any other certificate furnished pursuant hereto by Buyer; (iiib) a breach of any of the covenants or agreements made by Buyer in or pursuant to this Agreement; (c) the Specified Liabilities; (d) any Assigned Asset brokerage or Assigned Liability finder’s fees or commission or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any other debt, liability Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement; and (e) any Obligation arising out of ownership or obligation operation of Split-Off Subsidiary, (iv) the conduct Specified Assets from and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.Closing Date

Indemnification by Buyer. From and after the date hereof, Buyer covenants and agrees to indemnifyindemnify fully, defendhold harmless, protect and hold harmless defend Seller and XxxxxxxShareholders, and their respective directors, officers, directors, agents and employees, stockholders, agents, representatives successors and Affiliates (collectively, the “Seller Indemnified Parties”) at all times assigns from and after the date of this Agreement from against: (a) any and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses Losses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), as defined below) incurred by any Seller Indemnified Party as a result of them arising out of, relating to or arising from (i) based upon any inaccuracy in, or breach of, any of the representations and or warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (b) on any and all Losses incurred by any of them arising out of, relating to or based upon any failure to perform, or other breach of, any of the part covenants or agreements of such Buyer under contained in or incorporated into this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (iiic) any Assigned Asset and all Losses incurred by any of them arising out of, relating to or Assigned Liability based upon Buyer’s ownership, use or control of the Purchased Assets after the Closing or failure to perform any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or obligations assumed by Buyer after Closing, of (A) the business of Seller pertaining Closing with respect to the Assigned Assets Assumed Liabilities; and (d) any and Assigned Liabilities all Losses incurred by any of them arising out of, relating to or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining based upon Buyer and/or its Affiliates Liability for any Taxes related to the Assigned Assets Purchased Assets;; and (e) any and Assigned Liabilitiesall Losses incurred by any of them arising out of, relating to or based upon the operation of Buyer’s business after the Closing. The right of the Seller and Shareholders (and their respective directors, officers, agents and employees, successors and assigns) to be indemnified hereunder for any Loss shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of any such Persons.

Indemnification by Buyer. Subject to all of the limitations set forth in this Article 7, from and after Closing (except with respect to clause (d), which shall apply from and after the Execution Date), Buyer covenants and agrees to indemnify, defend, protect defend and hold harmless Seller Seller, its Affiliates and Xxxxxxx, and each of their respective directors, officers, directors, employees, stockholderscontrolling Persons, agents, representatives attorneys, representatives, successors and Affiliates permitted assigns (collectivelySeller and such Persons are hereinafter collectively referred to as “Seller’s Indemnified Persons”), harmless from and against any and all Losses that Seller’s Indemnified Persons may, suffer, sustain, incur or become subject to, to the extent arising out of, or due to: (a) any inaccuracy, misrepresentation or breach of any representation or warranty made or given by the Seller in Article 5 of this Agreement as of the Closing Date (or any other date specified in such representation or warranty); (b) from and after Closing, the “breach of any covenant, undertaking, agreement or other obligation of Buyer under this Agreement; (c) any Purchased Asset or Assumed Liability (including, for such purposes, all assets and Liabilities intended to be transferred or assumed as contemplated in Section 2.5), or Transferred Employee; (d) any matters (whether before or after the Closing Date) arising from or relating to the application or enforcement of, or claims brought under, antitrust/competition Laws or the Investment Canada Act (including the matters contemplated by Sections 6.1(a) and (b)), including the costs of defending the Transactions, costs associated with any Legal Proceeding (including investigations and inquiries, whether formal or informal), or Losses that Seller’s Indemnified Persons may suffer or incur arising in connection with any related Order; (e) Seller’s or Buyer’s performance of its respective obligations under Section 2.5 or under any Contract treated as an Assigned Contract pursuant to Section 2.5 or the sale, assignment, transfer, conveyance and delivery of any of the Assigned Contracts (including any treated as Assigned Contracts pursuant to Section 2.5) to the extent that any consent, authorization, approval or waiver described in Section 2.5 with respect to the applicable Assigned Contract has not been obtained at Closing (except to the extent Seller Indemnified Parties”has breached its obligations to disclose in the Schedules the requirement to obtain any such consent, authorization, approval or waiver and Seller incurs actual economic harm as a result of not obtaining consent under that applicable Assigned Contract or the Seller has failed to comply with its covenants in Section 2.5, 6.2 or 6.3 with respect to such consent, authorization, approval or waiver); or (f) at all times any of the Agreements specified in Schedule 7.2(f), in each case only to the extent such Losses relate to the period from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesClosing Date.

Indemnification by Buyer. In addition to other obligations of indemnification contained in this Agreement, Buyer covenants (in its capacity as indemnifying party, the "Indemnifying Party") hereby agrees, subject to the limitations set forth below, to indemnify PHL, Sellers and agrees to indemnify, defend, protect and hold harmless Seller and Xxxxxxx, their Affiliates other than APC or any of its Subsidiaries and their respective officers, directors, employeesofficers and employees (each in its capacity as indemnified party, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”an "Indemnitee") at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred investigation conducted by or knowledge obtained by any Seller Indemnified Party as a result of or them, and hold each of PHL, Sellers and their Affiliates and their respective directors, officers and employees harmless from, against and in respect to any and all Losses arising from or related to any of the following: (i) any breach of, untruth of or inaccuracy in (or any allegation by any third party of facts which, if true as alleged, would constitute such a breach or inaccuracy in) any representation or warranty made by or on behalf of Buyer in this Agreement (including, without limitation, in the representations and warranties of such Buyer set forth herein Disclosure Letter) or in certificates any Closing Agreement or other document, instrument or certificate delivered in connection herewith, pursuant hereto; (ii) any breach breach, non-fulfillment or nonfulfillment violation of any covenant or agreement (including any other agreement of made by Buyer to indemnify set forth in this Agreement, or in any Closing Agreement or in any document, instrument or certificate delivered pursuant hereto; or (iii) any Liability incurred by PHL, Sellers or any of their Affiliates relating to or arising from any time period after the Closing Date arising out of, with respect to or in connection with the APC Business or any matter or circumstance involving APC or any of its Subsidiaries, including, without limitation, the APC Plans and the APC Benefit Arrangements, other than matters with respect to (a) any Excluded Liabilities (b) any Losses covered by Section 5.7 or the indemnity in Section 8.1 or (c) any Losses arising out of an illegal or tortious course of conduct on the part of such Buyer under this AgreementPHL, (iii) any Assigned Asset or Assigned Liability Sellers or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiestheir Affiliates.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxMesa, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Mesa and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Buyer covenants and hereby agrees to indemnify, defend, protect defend and hold harmless Seller Supplier and Xxxxxxx, the Subcontractors and any of their respective officers, directorsagents, shareholders, partners, members, Affiliates, employees, stockholdersrepresentatives, agentsconsultants, representatives and Affiliates advisors and/or their respective assigns (collectivelyeach a “Supplier Indemnified Party”), the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses Losses incurred or suffered by Supplier or any Supplier Indemnified Party for (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless a) any violation of any negligence Applicable Law or Permit to be complied with hereunder by any Buyer Responsible Party; (b) injury to or death of persons including employees of Buyer; (c) any loss of or physical damage to the property of any Seller Supplier Indemnified Party (collectivelyor any third parties, “Losses”)to the extent not covered by Supplier’s insurance, incurred by any Seller Indemnified Party as a result and to the extent arising out of or arising resulting from (i) any breach misuse of the representations and warranties Turbine Equipment by Buyer after the delivery of such Buyer set forth herein or in certificates delivered in connection herewiththe Turbine Equipment to the Delivery Point, (ii) the intentional or negligent acts or omissions of Buyer, its subcontractors, or any breach Person or nonfulfillment entity directly employed by either of them, or any covenant Person or agreement entity for whose acts any of them are liable during the performance of the Balance of Plant Work (including any other agreement of collectively, “Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this AgreementResponsible Parties”), or (iii) claims by third parties regarding the Turbine Equipment or the performance thereof after the Commissioning Completion Date which claims are not attributable to defects or breach of warranties by Supplier hereunder or under the Warranty Agreement; and (d) any Assigned Asset failure of any Buyer Responsible Party to pay for Taxes or Assigned Liability or Sales Taxes for which Buyer is responsible pursuant to this Agreement; provided, however, that Buyer shall have no liability for any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining Losses to the Assigned Assets and Assigned Liabilities proportionate extent resulting from any Supplier Responsible Party’s performance or (B) non-performance under this Agreement or the business negligence or willful misconduct of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesany Supplier Responsible Party.

Indemnification by Buyer. Subject to the conditions and provisions of SECTION 12.4, Buyer covenants and hereby agrees to indemnify, defend, protect defend and hold harmless Seller and XxxxxxxSellers, their members, One-On-One Sports, Inc. and their respective officers, directors, employees, stockholders, agents, representatives officers and Affiliates employees (collectively, the “Seller "Sellers Indemnified Parties”") at from, against and with respect to any and all times Losses, asserted against, resulting to, imposed upon or incurred by Sellers Indemnified Parties, directly or in indirectly, by reason of or resulting from (a) any liability or obligation of or claims against Sellers Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether contractual, Tax or any other type of liability or obligation or claim) expressly assumed by Buyer pursuant to SECTION 2.6; (b) any misrepresentation or breach of the warranties of Buyer contained in or made pursuant to any Buyer Document; (c) any noncompliance by Buyer with any covenants, agreements or undertakings of Buyer contained in or made pursuant to any Buyer Document; (d) any liability or obligation of or claims against Sellers Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual, Tax or any other type of liability or obligation or claim) arising out of, relating to or resulting from the business of Buyer, or relating to or resulting from the Assets (other than the Excluded Assets) or the Assumed Liabilities, or the business and operations of the Station during the period from and after the date Closing Date; (e) any failure by Buyer to obtain and hold any permit, license or approval from any Governmental Authority necessary in order to conduct the operations of the Station in accordance with applicable law and to own, use and maintain the Assets; and (f) any decision by Buyer to close the transactions contemplated by this Agreement from notwithstanding a failure by Sellers to obtain any consent, authorization or approval, including Governmental Approvals relating to the assignment of governmental permits, orders or authorizations, and against all lossesconsents, liabilitiesauthorizations and approvals of non-governmental third parties necessary to effect valid assignments or transfers to Buyer of any Asset, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigationany Material Contract set forth on SCHEDULE 2.1(D), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAdditional Agreement.

Indemnification by Buyer. From and after the Closing Date, ------------------------ the Company shall pay, perform, fulfill and discharge all Company Liabilities. Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless the Seller and Xxxxxxxall Seller Indemnified Parties (other than the Company), and each of their respective past, present and future directors, officers, directors, employees, stockholders, consultants and agents, representatives each of the Company's past and Affiliates present (and, through the Closing, future) directors, officers, employees, consultants and agents), and each of the directors, officers, heirs, executors, successors and assigns of any of the foregoing (collectively, the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) Company Liabilities incurred by or asserted against any breach of the representations Seller Indemnified Parties, INCLUDING, WITHOUT LIMITATION, ANY COMPANY LIABILITY BASED ON NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNIFIED PARTIES OR ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR EQUITY BUT NOT INCLUDING COMPANY LIABILITIES BASED ON GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLER INDEMNIFIED PARTIES and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) subject to the limitations of Section 11.1 and Article XII, any breach Covered Liability resulting from, arising out of or on account of any breach, failure or nonfulfillment of any representation, warranty, covenant or agreement (including any other agreement on the part of Buyer to indemnify which is expressly set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxOrganovo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Organovo and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Subject to this Article 7, Buyer covenants and agrees to shall indemnify, defend, protect defend and hold harmless Seller and XxxxxxxSeller, its Affiliates and their respective directors, officers, directors, employees, stockholders, agents, representatives licensors and Affiliates agents (collectively, the “Seller Indemnified PartiesIndemnitees”) at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs Losses incurred by them in connection with any and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party all Litigation by Third Parties (collectively, “LossesThird Party Claims”) against any such Seller Indemnitee arising from or occurring as a result of: (a) any breach of this Agreement by Buyer, including any breach by Buyer of its representations or warranties hereunder or a failure by Buyer to comply with or perform any covenants hereunder, (b) the fraud, gross negligence or willful misconduct by Buyer in the performance of Buyer’s obligations under this Agreement and (c) the storage, marketing, promotion, sale, distribution, use or other Exploitation, or, during any period in which Buyer Manufactures (or has Manufactured by an Affiliate of Buyer or a Third Party) the Supplied Product pursuant to Section 2.3(b)(ii), incurred the Manufacture, of any Supplied Product by any Seller Indemnified or on behalf of Buyer, in each case ((a) through (c)), except to the extent of those Third Party Claims arising from or occurring as a result of matters covered by subsections (a) or arising from (ib) any breach of Section 7.2, subsections (a) or (b) in Section 10.2 of the representations and warranties License Agreement or indemnification obligations of such Buyer set forth herein Seller or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on its Affiliates under the part of such Buyer under this Clinical Supply Agreement, (iii) any Assigned Asset or Assigned Liability or any as to which Third Party Claims each Party shall indemnify the other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business extent of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesits liability for such Third Party Claims.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxSeller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiaryrelating to the Business, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAssumed Liabilities or to the Business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity.

Indemnification by Buyer. From and after the date hereof, Buyer covenants and agrees to indemnifyindemnify fully, defendhold harmless, protect and hold harmless defend Seller and XxxxxxxShareholders, and their respective directors, officers, directors, agents and employees, stockholders, agents, representatives successors and Affiliates (collectively, the “Seller Indemnified Parties”) at all times assigns from and after the date of this Agreement from against: (a) any and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses Losses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), as defined below) incurred by any Seller Indemnified Party as a result of them arising out of, relating to or arising from (i) based upon any inaccuracy in, or breach of, any of the representations and or warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (b) on any and all Losses incurred by any of them arising out of, relating to or based upon any failure to perform, or other breach of, any of the part covenants or agreements of such Buyer under contained in or incorporated into this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (iiic) any Assigned Asset and all Losses incurred by any of them arising out of, relating to or Assigned Liability based upon Buyer’s ownership, use or control of the Purchased Assets after the Closing or failure to perform any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or obligations assumed by Buyer after Closing, of (A) the business of Seller pertaining Closing with respect to the Assigned Assets Assumed Liabilities after the Closing; and (d) any and Assigned Liabilities all Losses incurred by any of them arising out of, relating to or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining based upon Buyer and/or its Affiliates Liability for any Taxes related to the Assigned Purchased Assets after the Closing; and (e) any and Assigned Liabilitiesall Losses incurred by any of them arising out of, relating to or based upon the operation of Buyer’s business after the Closing. The right of the Seller and Shareholders (and their respective directors, officers, agents and employees, successors and assigns) to be indemnified hereunder for any Loss shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of any such Persons.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxStratex, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Stratex and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to indemnifyshall assume, defend, protect indemnify and hold harmless Seller and Xxxxxxxits affiliates, and its and their respective directors, officers, directors, employees, stockholdersattorneys, agents, representatives contractors and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement agents harmless from and against any and all lossesclaims, actions, causes of action, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and or expenses (including specificallyincluding, but without limitation, reasonable court costs and consultants’ and attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless fees) of any negligence kind or character (“Damages”) (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (A) any misrepresentation or breach of any Seller Indemnified Party (collectivelywarranty, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or ; (B) the business ownership and/or operation of Split-Off Subsidiary, or (v) claims assertedthe Assets, whether before accruing or arising before, on or after Closingthe Effective Time, subject to and except for those liabilities retained by Seller pursuant to Section 20.3, as limited by Sections 20.4 and 20.5; and (AC) against Split-Off Subsidiary or the Assumed Obligations. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (Bi) pertaining to the Assigned Assets and Assigned LiabilitiesNEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

Indemnification by Buyer. 12.1.1. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxSeller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryAsset, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets VAPIRCA and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets VAPIRCA Shares and Assigned LiabilitiesAssumed Liabilities or to the VAPIRCA Business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity. Notwithstanding anything to the contrary provided for herein, Buyer total obligation under this Section 12 shall be limited to their respective ownership interests in the VAPIRCA Shares.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxRaditaz, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Raditaz and attributable to the transactions contemplated by this Agreement.

Indemnification by Buyer. Subject to the conditions and provisions of Section 12.4, Buyer covenants and hereby agrees to indemnify, defend, protect defend and hold harmless Seller and XxxxxxxSellers, their members and their respective officers, directors, employees, stockholders, agents, representatives officers and Affiliates employees (collectively, the “Seller "Sellers Indemnified Parties”") at from, against and with respect to any and all times Losses, asserted against, resulting to, imposed upon or incurred by Sellers Indemnified Parties, directly or in indirectly, by reason of or resulting from (a) any liability or obligation of or claims against Sellers Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether contractual, Tax or any other type of liability or obligation or claim) expressly assumed by Buyer pursuant to Section 2.6; (b) any misrepresentation or breach of the warranties of Buyer contained in or made pursuant to any Buyer Document; (c) any noncompliance by Buyer with any covenants, agreements or undertakings of Buyer contained in or made pursuant to any Buyer Document; (d) any liability or obligation of or claims against Sellers Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual, Tax or any other type of liability or obligation or claim) arising out of, relating to or resulting from the business of Buyer, or relating to or resulting from the Assets (other than the Excluded Assets) or the Assumed Liabilities, or the business and operations of the Station during the period from and after the date Closing Date; (e) any failure by Buyer to obtain and hold any permit, license or approval from any Governmental Authority necessary in order to conduct the operations of the Station in accordance with applicable law and to own, use and maintain the Assets; and (f) any decision by Buyer to close the transactions contemplated by this Agreement from notwithstanding a failure by Sellers to obtain any consent, authorization or approval, including Governmental Approvals relating to the assignment of governmental permits, orders or authorizations, and against all lossesconsents, liabilitiesauthorizations and approvals of non-governmental third parties necessary to effect valid assignments or transfers to Buyer of any Asset, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigationany Material Contract set forth on Schedule 2.1(e), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAdditional Agreement.

Indemnification by Buyer. Buyer covenants and agrees its successors and permitted assigns agree subsequent to indemnify, defend, protect the First Closing to indemnify and hold harmless the Seller Entities (individually, a “Seller Indemnified Party” and Xxxxxxx, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against and in respect of all lossesLosses arising out of, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses based upon or in connection with: (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether a) fraud or not involving a third party claim and regardless an intentional misrepresentation by Buyer of any negligence of its representations, or warranties in this Agreement, any Seller Indemnified Party Ancillary Agreement or in any Schedule, Exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement; (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (ib) any breach of the representations and warranties of such any representation or warranty made by Buyer set forth herein in this Agreement or in certificates a certificate delivered in connection herewith, under Sections 8.2(a) or 9.2(a); (iic) any breach or nonfulfillment of any covenant or agreement (including any other agreement of made by Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, ; (iiid) any Assigned Asset of the Assumed Liabilities whether or Assigned Liability not existing or arising from circumstances existing or events occurring prior to or after the First Closing Date; (e) the ownership or operation (i) of the First Territory Business after the First Closing and (ii) of the New Facility after the New Facility Closing; (f) any claims or obligations (including without limitation, claims for personal injury, death or property damage) relating to, directly resulting from or in connection with the First Territory Products that are sold by Buyer or an Affiliate thereof after the First Closing; (g) any liabilities of any kind of ABON relating to the NF Indebtedness or any other debt, claims by third parties or liabilities arising from circumstances existing or events occurring with respect to ABON or the New Facility after the New Facility Closing Date; and (h) any liability for (i) Taxes (or obligation the nonpayment thereof) of Split-Off Subsidiary, the Buyer or its Affiliates; or (ivii) the conduct any and operations, whether before all Taxes of ABON or after Closing, of (A) the business of Seller pertaining Taxes attributable to the Assigned Assets and Assigned Liabilities New Facility arising from or relating to any period (Bor portion of any period) ending after the business New Facility Closing. Losses described in or arising under clauses (a) through (h) of Split-Off Subsidiary, or this Section 11.3 are collectively referred to as “Seller Indemnifiable Losses.” Claims under clauses (va) claims asserted, whether before or after Closing, through (Ah) against Split-Off Subsidiary or (B) pertaining of this Section 11.3 are collectively referred to the Assigned Assets and Assigned Liabilitiesas “Seller Indemnification Claims”.

Indemnification by Buyer. Buyer covenants hereby indemnifies and agrees to indemnify, defend, protect and hold holds harmless each of Seller and Xxxxxxx, and their respective its officers, directors, agents and employees, stockholdersand each Affiliate of Seller (each an "Indemnified Seller Person", agents, representatives and Affiliates (collectively, the “collectively "Indemnified Seller Indemnified Parties”Persons") at all times from and after the date of this Agreement from and against any and all lossesclaims, liabilities, damages, claimsdemands, actions, suitscauses of action, proceedingslosses, demandscosts, assessmentsdamages (limited to actual damages but in no event lost profits, adjustmentsnet of any related tax benefits and insurance recoveries), costs liabilities and expenses (including specificallyincluding, but without limitation, reasonable attorneys’ legal fees and expenses of investigation(hereinafter, the "Seller Damages"), whether or not involving a third party claim and regardless arising out of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any misrepresentation or breach of any of the representations and warranties given or made by Buyer in this Agreement, any Transfer Document to which Buyer is a party, the Transitional Services Agreement or any certificate, document or instrument delivered by or on behalf of such Buyer set forth herein or in certificates delivered on the Closing Date in connection herewithwith the Acquisition (the "Buyer Documents"), (ii) any breach the conduct of the Business and/or the use or nonfulfillment ownership of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this AgreementAssets after the Closing, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryAssumed Liabilities, (iv) the conduct and operations, whether before or after Closing, of (A) the business any liability of Seller pertaining to under any law or regulation resulting from discharges of Employees by Buyer after the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off SubsidiaryClosing Date, or (v) claims asserted, whether before any breach of any of the covenants given or after Closingmade by Buyer in this Agreement or any other Buyer Document, (Avi) against Split-Off Subsidiary any liability of Seller arising from Buyer's administering the tests contemplated by Section 6.04 (other than any liability arising from any contractual arrangement between Seller and any Employee) or (Bvii) pertaining to the Assigned Assets and Assigned Liabilitiesany liability incurred by Buyer or Parent for brokerage fees, finder's fees, agent's commissions or other similar forms of compensation in connection with this Agreement.

Indemnification by Buyer. From and after the Closing, each Buyer covenants shall jointly and agrees to indemnify, defend, protect severally indemnify and hold harmless Seller and Xxxxxxx, each of Seller’s Affiliates and their respective the officers, directors, employees, stockholdersattorneys, agents, representatives representatives, successors and assigns of Seller and its Affiliates (collectively, the “Seller Indemnified PartiesIndemnitees”) at in respect of any and all times from and after the date of this Agreement from and against all actual claims, losses, damages, liabilities, damagespenalties, claims, actions, suits, proceedings, demands, assessments, adjustmentsinterest, costs and expenses (including specificallyany actual reasonable attorney, but without limitation, reasonable attorneys’ accountant and consultant fees and other expenses, including any such actual and reasonable expenses incurred in connection with investigating, defending against or settling any such claims but excluding any liabilities, losses, damages, costs or expenses that are punitive, are in the nature of investigation)lost profits or are otherwise not actual liabilities, whether losses, damages, costs or not involving a expenses; provided, however, that nothing herein will be construed to exclude any losses, liabilities, claims or expenses that are actual losses, liabilities, claims or expenses arising from third party claim and claims regardless of any negligence the nature of any the payment) reasonably incurred by Seller Indemnified Party Indemnitees (collectively, “Seller Losses”), incurred in connection with, or resulting from, each and all of the following: (a) Any breach by Buyer of any Seller Indemnified Party as a result representation or warranty set forth in ARTICLE 5 of or arising from this Agreement; (ib) any Any breach of any covenant, agreement or obligation of Buyer contained in this Agreement; (c) The operation or ownership of the representations and warranties Business or the Acquired Assets, or any act or omission of such Buyer set forth herein or in certificates delivered in connection herewithBuyer, after the Closing Date; (iid) any breach or nonfulfillment of any covenant or agreement (including any other agreement The failure of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreementpay any sales, (iii) any Assigned Asset use or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.transfer Taxes as required by Section 2.9; and

Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, from and after the Closing, Buyer covenants and agrees to indemnifyshall indemnify Seller, defend, protect and hold harmless Seller and Xxxxxxxits Affiliates, and their respective officers, directors, employees, stockholdersshareholders, agentsagents and representatives, representatives successors and Affiliates assigns (collectively, the “Seller Indemnified Parties”, each a “Seller Indemnified Party”) at all times against, and shall hold Seller Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller Indemnified Parties based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; (c) other than those Losses for which Buyer Indemnified Parties are entitled to indemnification under this Agreement, the operation of the business of the Company or the Subsidiary, whether prior to, on or after the date Closing, including without limitation those Assumed Liabilities assumed by Xxxxxxx Aluminum, Inc. as of this November 1, 2007 pursuant to the Xxxxxxx Assignment Agreement from and against all lossesincluding, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs by way of example and expenses (including specifically, but without not limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless (i) any Losses arising out of any negligence of proceeding related to the above where any Seller Indemnified Party (collectivelyis or becomes a party to such proceeding, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment Losses arising out of any covenant claim related to the above against any insurance policy where Seller or agreement Subsidiary was, is or becomes a named insured, including but not limited to all costs associated with self-insured retentions and financial collateral incurred by Seller; or (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iiid) any Assigned Asset or Assigned Liability or any other debt, liability or obligation violation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) WARN Act resulting from actions occurring following the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesClosing Date.

Indemnification by Buyer. Subject to and to the extent provided in this Article 11, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller and Xxxxxxx, Parties and their respective officers, directors, members, employees, stockholders, agents, representatives agents and Affiliates (collectively, the “Seller Parties Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether any Losses incurred or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred suffered by any of the Seller Parties Indemnified Party Parties as a result of or arising from from: (ia) any breach of or misrepresentation associated with any representation or warranty made in this Agreement on the representations and warranties part of Buyer, without regard to whether any Seller Parties Indemnified Party had any knowledge of the facts or circumstances giving rise to such Buyer set forth herein or in certificates delivered in connection herewith, breach; (iib) any breach breach, non-compliance or nonfulfillment of failure to perform fully any covenant or agreement (including any other agreement of Buyer to indemnify set forth made in this Agreement) Agreement on the part of Buyer, without regard to whether any Seller Parties Indemnified Party had any knowledge of the facts or circumstances giving rise to such Buyer under this Agreement, breach; (iiic) the Assumed Liabilities; (d) any Assigned Asset fraud, willful misconduct or Assigned Liability criminal act of Buyer (including any officer, employee or any other debt, liability or obligation of Split-Off Subsidiary, agent thereof); (ive) the conduct acts or omissions of any of Buyer or its officers, directors, members, employees, agents and operations, whether before independent contractors occurring on or about the Facilities or occurring in connection with the operation of the Business on or after Closingthe Closing Date, of including any act or omission constituting medical malpractice by any such person on or after the Closing Date; or (Af) the business claims of any broker or finder engaged by Buyer. Subject to Sections 11.3 and 11.4 hereof, any indemnification payments shall be made within thirty (30) days of the date on which the amount of a Loss is identified in writing by the Seller pertaining Parties Indemnified Party(ies) to Buyer, and payment shall be effected by Buyer, at the Assigned Assets and Assigned Liabilities or sole election of the Buyer Indemnified Party(ies), by (Bi) the business wire transfer of Split-Off Subsidiaryimmediately available funds of Buyer, or (vii) claims asserted, whether before delivery of a certified check or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to official bank check in the Assigned Assets and Assigned Liabilitiesamount of the indemnification liability.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxRackwise, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Rackwise and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect indemnify and hold harmless Seller and Xxxxxxx, and their respective its officers, directors, employeesmanagers, stockholdersmembers, employees and agents, representatives including the Principal Shareholders (individually, a "Seller Indemnified Party" and Affiliates (collectively, the “"Seller Indemnified Parties”") at all times from against and after the date in respect of this Agreement from and against all losses, liabilities, obligations, damages, claimsdeficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys’ fees disbursements and expenses of investigationattorneys and consultants), whether or not involving a third party claim and regardless of any negligence of kind or nature whatsoever, to the extent sustained, suffered or incurred by or made against any Seller Indemnified Party (collectivelyParty, “Losses”)to the extent based upon, incurred by any Seller Indemnified Party as a result arising out of or arising from in connection with: (i) any breach of the representations and warranties of such any representation or warranty made by Buyer set forth herein in this Agreement or in certificates any schedule, exhibit or certificate delivered in connection herewith, pursuant to this Agreement; (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of made by Buyer to indemnify set forth in this Agreement) on the part of such Buyer under Agreement or in any schedule, exhibit or certificate delivered pursuant to this Agreement, ; (iii) any Assigned Asset claim made against Seller which relates to, results from or Assigned Liability arises out of Buyer's operation of the Assets or any other debt, liability or obligation of Split-Off Subsidiary, the Business from and after the First Closing Date; (iv) the conduct and operations, whether before any claim asserted against Seller Indemnified Parties by Buyer's broker for any claims or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or commissions due; (v) claims asserted, whether before any claim asserted against Seller Indemnified Parties away from or after Closing, relating to any of the Contracts; (Avi) any claim asserted against Split-Off Subsidiary Seller Indemnified Parties arising from or (B) pertaining relating to the Assigned Assets operation of Port St. Lucie after the Second Closing and Assigned Liabilities(vii) any claim arising from Buyer's improper exercise of any right under the Xxxx of Sale, Assignment of Internet Domain Name, and Assignment and Assumption Agreement.

Indemnification by Buyer. Buyer covenants and, after the Closing, TWBI covenant and agrees agree to jointly and severally indemnify, defend, protect and hold harmless Seller and XxxxxxxSeller, and their respective its officers, directors, employees, stockholders, agents, representatives and Affiliates affiliates (collectively, together with Seller, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such any Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of any Buyer to indemnify Seller set forth in this Agreement) on the part of such any Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryTWBI, (iv) the conduct and operations, whether before or after Closing, operations of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, TWBI whether before or after Closing, (Av) claims asserted against Split-Off Subsidiary TWBI whether before or after Closing, or (Bvi) pertaining any federal or state income tax payable by Seller and attributable to the Assigned Assets and Assigned Liabilitiesbusiness or operations of the TWB or the transaction contemplated by this Agreement.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxSymbid, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Symbid and attributable to the transactions contemplated by this Agreement.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxSeller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Buyer covenants and agrees to USF shall indemnify, defend, protect save and hold harmless Seller and Xxxxxxx, Sellers and their respective officers, directors, employees, stockholders, agents, representatives Affiliates and Affiliates agents (collectively, the “Seller Indemnified Parties”"SELLERS INDEMNITEES") at all times from and after the date of this Agreement harmless from and against any and all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, liabilities, damages, claimsdeficiencies, actions, suits, proceedings, demands, assessments, adjustmentsliabilities, costs and expenses (including specificallyreasonable legal fees, but without limitationinterest, penalties, and all reasonable attorneys’ fees amounts paid in investigation, defense or settlement of any of the foregoing and expenses of investigation), whether or not involving a any such demands, claims, allegations, etc., of third party claim and regardless of any negligence of any Seller Indemnified Party (parties are meritorious; collectively, “Losses”)"SELLERS DAMAGES") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Seller Indemnified Party as a result Sellers Indemnitees, directly or indirectly arising out of or arising from (i) any a breach of the representations and warranties of such any representation or warranty made by Buyer set forth herein or USF in this Agreement or in certificates delivered any certificate or document furnished pursuant hereto by Buyer or USF or in connection herewith, any Other Agreement to which Buyer or USF is a party; (ii) any a breach or nonfulfillment of any covenant or agreement (including made by Buyer or USF in or pursuant to this Agreement or in any other agreement of Other Agreement to which Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, or USF is a party; and (iii) any Assigned Asset or Assigned Assumed Liability or any other debt, liability or obligation of Split-Off Subsidiary, and (iv) any claim asserted by a third party (including a Governmental Body) arising out of Buyer's or USF's operation of the conduct and operations, whether before Business after the Closing Date unless such claim arises from a breach of a representation or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitieswarranty by Sellers herein.

Indemnification by Buyer. Buyer covenants covenant and agrees agree to indemnify, defend, protect and hold harmless Seller and XxxxxxxSeller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such the Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such the Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiaryrelating to the Business, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesAssumed Liabilities or to the Business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity.

Indemnification by Buyer. Subject to the conditions and provisions of Section 12.4 and Section 12.5, Buyer covenants and hereby agrees to indemnify, defend, protect defend and hold harmless Seller and XxxxxxxSeller, and Seller's Affiliates, each of their respective directors, officers, directors, employees, stockholders, agents, representatives employees and Affiliates agents and each of the successors and assigns of any of the foregoing (collectively, the “"Seller Indemnified Parties”") at from, against and with respect of, on a net after-tax basis, any and all times from and after the date of this Agreement from and against all lossesLosses, liabilitiesasserted against, damagesresulting to, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether imposed upon or not involving a third party claim and regardless of any negligence of any incurred by Seller Indemnified Party Parties, directly or indirectly, by reason of or resulting from (collectively, “Losses”), incurred by a) any liability or obligation of or claims against Seller Indemnified Party as a result Parties (whether absolute, accrued, contingent or otherwise and whether contractual, Tax or any other type of liability or arising from obligation or claim) expressly assumed by Buyer pursuant to Section 2.7; (ib) any breach of the representations and warranties of such Buyer set forth herein contained in this Agreement or in certificates delivered in connection herewith, any other Buyer Document; (iic) any breach or nonfulfillment by Buyer of any covenant covenants, agreements or agreement (including any other agreement undertakings of Buyer to indemnify set forth contained in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability Agreement or any other debtBuyer Document; (d) any litigation, proceeding or claim arising from the business or operations of the Assets or the Station on or after the Closing Date; or (e) in the event of a Closing pursuant to Section 11.1.2, any liability or obligation of Split-Off Subsidiaryor claims against Seller Indemnified Parties (whether absolute, (ivaccrued, contingent or otherwise and whether contractual or any other type of liability or obligation or claim) the conduct and operations, whether before arising under or after Closing, of (A) the business of Seller pertaining relating to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining Whitxxxxx Xxxe Brokerage Agreement with respect to the Assigned Assets period after the Closing Date (other than any liability or obligation for the payments to Whitxxxxx xxxuired by the terms of Section 1.5 and Assigned LiabilitiesAttachments I and II of the Whitxxxxx Xxxe Brokerage Agreement).

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxSeller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryAsset, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets Subsidiary and Assigned Liabilities or (B) the business of Split-Off SubsidiaryAssumed Liabilities, or (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets Subsidiary and Assigned LiabilitiesAssumed Liabilities or to the Seller’s business prior to the Closing, or (vi) any federal or state income tax payable by Seller attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity. Notwithstanding anything to the contrary provided for herein, Buyer’s total obligation under this Section 12 shall be limited to their respective ownership interests in the Subsidiary.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and Xxxxxxx22nd Century, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or 22nd Century and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxBLB, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or BLB and attributable to the transactions contemplated by this Agreement.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller and Xxxxxxxeach of Seller’s Affiliates, and their respective officers, directors, employees, stockholdersattorneys, agents, representatives representatives, successors and Affiliates assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) at in respect of any and all times from and after the date of this Agreement from and against all actual claims, losses, damages, liabilities, damagespenalties, claims, actions, suits, proceedings, demands, assessments, adjustmentsinterest, costs and expenses (including specificallyany actual reasonable attorney, but without limitation, reasonable attorneys’ accountant and consultant fees and other expenses, including any such actual and reasonable expenses incurred in connection with investigating, defending against or settling any such claims but excluding any claims, losses, damages, liabilities, penalties, interest, costs or expenses that are consequential, special or punitive, are in the nature of investigation)lost profits or diminution in value or are otherwise not actual claims, whether losses, damages, liabilities, penalties, interest, costs or not involving a third party claim and regardless of any negligence of any expenses) reasonably incurred by Seller Indemnified Party Indemnitees (collectively, “Seller Losses”), incurred in connection with, or resulting from, each and all of the following: (a) Any breach by Buyer of any Seller Indemnified Party as a result of representation or arising from warranty set forth in this Agreement except those in Section 5.4 (iBrokers Fees); (b) any Any breach by Buyer of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this AgreementSection 5.4 (Brokers Fees); (c) on the part Any breach of such Buyer under this Agreementany covenant, (iii) any Assigned Asset or Assigned Liability or any other debt, liability agreement or obligation of Split-Off SubsidiaryBuyer contained in this Agreement; (d) The operation and ownership of the Business and Assets on and after the Closing Date, (iv) the conduct and operations, whether before including but not limited to any Seller Losses resulting from or arising out of any products sold on or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.Closing Date; and

Indemnification by Buyer. From and after the Closing Date, the Company shall pay, perform, fulfill and discharge all Company Liabilities. Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless the Seller, the Seller Parent Company, the Seller's and XxxxxxxSeller Parent Company's respective Affiliates (other than the Company), and each of their respective past, present and future directors, officers, directors, employees, stockholders, consultants and agents, representatives each of the Company's past and Affiliates present (and, through the Closing, future) directors, officers, employees, consultants and agents), and each of the directors, officers, heirs, executors, successors and assigns of any of the foregoing (collectively, the “"Seller Indemnified Parties”") at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) Company Liabilities incurred by or asserted against any breach of the representations Seller Indemnified Parties, INCLUDING, WITHOUT LIMITATION, ANY COMPANY LIABILITY BASED ON NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNIFIED PARTY OR ANY OTHER THEORY OF LIABILITY, WHETHER IN LAW (WHETHER COMMON OR STATUTORY) OR EQUITY and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) subject to the limitations of Section 11.1 and Article XII, any breach Covered Liability resulting from, arising out of or on account of any breach, failure or nonfulfillment of any representation, warranty, covenant or agreement (including any other agreement on the part of Buyer to indemnify which is expressly set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.

Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE XI, Buyer covenants and agrees to indemnifyshall indemnify Sellers, defend, protect and hold harmless Seller and Xxxxxxx, their Affiliates and their respective successors, assigns, officers, directors, managers, members, employees, stockholders, agents, representatives and Affiliates agents (collectively, the each a “Seller Indemnified PartiesParty”) at all times against, and shall hold each Seller Indemnified Party harmless from and after against, any and all Losses incurred or sustained by, based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the date representations or warranties of Buyer in ARTICLE VIII of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses or the DAA; (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (iib) any breach or nonfulfillment non-fulfillment of any covenant covenant, agreement or agreement obligation to be performed by Buyer pursuant to this Agreement or the DAA; (including c) any expenses, brokerage fees, investment banking fees, agent’s commissions or finder’s fees payable or incurred by Buyer in connection with the execution or delivery of any Transaction Document or any of the transactions contemplated thereby; (d) any Liabilities arising out of the ownership, operation or business of the Company or any of their respective assets at or after the Effective Time, other agreement than Losses arising out of or relating to any matter in respect of which Sellers are required to indemnify, defend or hold harmless the Buyer Indemnified Parties pursuant to indemnify Section 11.02 above or would be so required but for any of the limitations set forth in this Agreement) on the part of such Buyer under this Agreement, Sections 11.01 or 11.04; or (iiie) any Assigned Asset Proceedings, fees, and expenses incident to any of the foregoing or Assigned Liability occurred in investigating or any other debt, liability attempting to avoid the same or obligation of Split-Off Subsidiary, (iv) to oppose the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiaryimposition thereof, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesin enforcing this indemnification.

Indemnification by Buyer. The Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and Xxxxxxx, and their respective its officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such the Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such the Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Buyer Buyer, covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxSeller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from from: (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, and (ii) any breach or nonfulfillment of any covenant or agreement on the part of Buyer under this Agreement; provided that Buyer shall have no obligation to indemnify Seller for Losses for which Seller is obligated to indemnify a Buyer Indemnified Party (including defined below) pursuant to Section 6.2 below. (a) Notwithstanding any other agreement provision of this Agreement: (1) Buyer’s and Spin-Off Subsidiary’s aggregate liability in respect of all claims that the Seller may have against either or both of them pursuant to this Agreement will not exceed that amount of the Purchase Price actually paid by Buyer to indemnify Seller pursuant to this Agreement; (2) Buyer shall not have any liability for any breach of any representation, warranty, covenant or other obligation of the Spin-Off Subsidiary set forth in this Agreement; and (3) on the part of such neither Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Splitnor Spin-Off Subsidiary shall have any liability to Seller for consequential damages, lost profits, or (B) pertaining to the Assigned Assets and Assigned Liabilitiesincidental or indirect damages, including diminution of value or multiples of earnings damages, related or based upon this Agreement.

Indemnification by Buyer. (a) Subject to the limitations set forth in this Article 7, including without limitation Section 7.5, Buyer covenants and agrees to shall indemnify, defend, protect defend and hold the Sellers and TPGC harmless Seller and Xxxxxxx, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against any and all lossesIndemnifiable Losses asserted against, liabilitiesimposed on, damages, claims, or incurred or suffered by the Sellers as a result of any of the following: (i) the inaccuracy (without regard to materiality or Material Adverse Effect qualifiers set forth therein) of any representation or the breach of any warranty set forth in Article 4 or in any agreement or certificate executed and delivered by Buyer pursuant to this Agreement; (ii) the nonfulfillment of any unwaived covenant or agreement on the part of Buyer set forth in this Agreement or in any agreement or certificate executed and delivered pursuant to this Agreement; and (iii) any and all actions, suits, claims, proceedings, investigations, audits, examinations, demands, assessments, adjustmentsfines, costs judgments, settlements, interest, penalties, costs, remedial actions and other expenses (including specificallywithout limitation reasonable audit, but without limitationengineering, reasonable attorneys’ fees consulting and expenses legal fees) pertaining to or arising out of investigation)any of the foregoing. (b) Buyer agrees to pay and to indemnify, reimburse and hold harmless the Sellers, and their successors from and against (i) any and all liabilities included as Adjustment Liabilities for purposes of determining Working Capital and (ii) any and all Taxes of TPGC and the Subsidiaries payable with respect to, and any Taxes reflected on Tax Returns required to be filed by TPGC and the Subsidiaries with respect to, any taxable period of TPGC and the Subsidiaries beginning as of the Effective Time, whether such Taxes are imposed directly on TPGC and the Subsidiaries or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of including TPGC and the Subsidiaries in consolidated or arising from (i) any breach combined returns filed with respect to Buyer, as a member of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesa consolidated group.

Indemnification by Buyer. Except as otherwise limited by this Article IV, Buyer covenants and agrees to shall indemnify, defend, protect defend and hold harmless Seller and XxxxxxxBHP Hawaii, BHP Pacific and their respective Affiliates, shareholders, officers, directors, employees, stockholderssubsidiaries, agents, representatives successors and Affiliates assigns (collectively, the “"Seller Indemnified Parties”") at all times from and after against, and pay or reimburse the date of this Agreement from Seller Indemnified Parties for, any and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (other than any compensation paid or payable to any employee of BHP Hawaii for work performed in satisfaction of or in connection with BHP Hawaii's obligations under this Agreement), interest, awards, judgments, fines and penalties (including specifically, but without limitation, reasonable attorneys’ fees legal costs and expenses and environmental response costs) actually suffered or incurred by them (hereinafter a "Seller Loss") arising out of investigation), whether or not involving a third party claim and regardless resulting from: (a) the inaccuracy of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of representation or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement warranty of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, ; (iiib) any Assigned Asset breach or Assigned Liability violation of this Agreement by Buyer; and (c) except for BHP Hawaii's indemnification obligations in Section 4.2 (which indemnification obligations expire as provided in subsection 4.4(a) and are limited in amount as further provided in subsections 4.4(b) and (c)), any Environmental Claim as it relates to or arises from (x) Subsidiary's former or current operations on, and/or Subsidiary's former or current use, operation, ownership, lease, possession, control, occupancy or maintenance of, any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operationsreal property, whether before or after the Closing, of ; (Ay) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims assertedcondition, whether before or after the Closing, of any such real property or the structures or fixtures thereon; or (Az) against Split-Off Subsidiary's or Buyer's operation of the Business, whether before or after the Closing (collectively, "Covered Environmental Losses"); which Covered Environmental Losses shall include Seller Losses arising out of or resulting from: (i) the presence of any Hazardous Material or other substances or matter in the fixtures, structures, soils, groundwater, surface water or air on, under or about or migrating from the assets and properties currently or formerly used, operated, owned, leased, controlled, possessed, occupied or maintained by Subsidiary or Buyer, and any such Hazardous Material or other substances migrating to adjoining or other properties; (Bii) pertaining the use, generation, production, manufacture, treatment, storage, disposal, Release, threatened Release, discharge, spillage, loss, seepage or filtration of Hazardous Materials or other substances or matter, by Subsidiary or Buyer or their employees, successors, agents, assigns, or contractors from, on, under or about such assets or properties or the presence therein or thereunder of any underground or above-ground tanks for the storage of fuel oil, gasoline and/or other petroleum products or by-products or other Hazardous Material; (iii) the violation or noncompliance or alleged violation or noncompliance by Subsidiary or Buyer or their employees, successors, agents, assigns or contractors of any Environmental Law or Environmental Permit arising from or related to the Assigned Assets operation of the Business or the use, operation, ownership, lease, possession, control, occupancy, maintenance or condition of any of such assets or properties; (iv) the failure by Subsidiary or Buyer or their employees, successors, agents, assigns or contractors to have obtained or maintained in effect any Environmental Permit required by any Environmental Law as a result of the operation of the Business or the use, operation, ownership, lease, control, possession, occupancy, maintenance or condition of such assets or properties; (v) any and Assigned Liabilitiesall claims arising out of any of the matters described in this subsection 4.3(c); and (vi) any and all claims by Governmental Authorities for enforcement, cleanup, removal, treatment, response, natural resources, remedial or other actions or damages arising out of any of the matters described in this subsection 4.3(c); (vii) any and all claims by any third Person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief arising from any of the matters described in this subsection 4.3(c); and (viii) any and all remedial work and other corrective action (including investigation or monitoring of site conditions, or any clean-up, containment, restoration or removal) taken by, or the costs of which are imposed upon, any Seller Indemnified Party arising from the matters described in this subsection 4.3(c). This subsection 4.3(c) shall not limit Buyer's rights with respect to Section 4.18 of the Stock Sale Agreement.

Indemnification by Buyer. Subject to all of the provisions of this Article IX, from and after the Closing Buyer covenants and hereby agrees to indemnify, defenddefend with counsel reasonably satisfactory to the Stockholders, protect save and hold the Stockholders harmless Seller from and Xxxxxxxagainst, and their respective officersto compensate them for, directors, employees, stockholders, agents, representatives any and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damagesdemands, claims, actions, suits, proceedings, demandscauses of action, assessments, adjustmentsdamages, costs and expenses liabilities, losses, expenses, judgments or deficiencies of any nature whatsoever (including specificallyincluding, but without limitation, reasonable attorneys’ ' fees and disbursements and other costs and expenses incident to any suit, action or proceeding, but net of investigation), whether or not involving a third party claim proceeds of insurance where available and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”)received by the Stockholders) received, incurred or sustained by any Seller Indemnified Party as a result the Stockholders which shall arise, in whole or in part, out of or arising result from (ia) any breach of the representations and warranties of such Buyer any representation, warranty or covenant (including, without limitation, those set forth herein in Article IV hereof), or in certificates delivered non-fulfillment of any obligation of Buyer or Newco (or the Surviving Corporation) under this Agreement or any exhibit, schedule, certificate or other document furnished in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer contemplated hereby; or (b) subject to indemnify the limitations set forth in this AgreementSection 5.7(b) above, any Taxes incurred in connection with, arising out of, or resulting from or related to any and all Taxes with respect to that portion of any period straddling the Effective Time beginning on the part of such Buyer under this Agreement, day after the Effective Time and any period or portion thereof beginning after the Effective Time; or (iiic) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Splitthe Surviving Corporation for which any of the Stockholders, in his or her individual capacity, is a guarantor or co-Off Subsidiary, obligor (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities"Guaranteed Obligations").

Indemnification by Buyer. Subject to Section 12.6, after the Closing, Buyer covenants and agrees to indemnify, shall defend, protect indemnify and hold harmless Seller and XxxxxxxSellers, and their respective directors, trustees, managers, members, limited partners, general partners, officers, directors, employees, stockholders, agents, representatives Affiliates and Affiliates agents (collectively, the “Seller Indemnified PartiesIndemnitees”) at from any and all times from and after the date of this Agreement from and against all direct losses, liabilities, obligations, damages, claimsdeficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, Taxes, fines, penalties, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys’ fees disbursements and expenses of investigation)attorneys, accountants and consultants) (whether or not involving a third arising out of third-party claim claims and regardless including all reasonable amounts paid in investigation, defense or settlement of any negligence of any Seller Indemnified Party the foregoing) (collectively, “Losses”)) sustained, suffered or incurred by any or made against a Seller Indemnified Party as a result of Indemnitee arising out of, related to or arising from in connection with: (ia) any breach of any representation or warranty of Buyer (other than Fundamental Representations) contained in this Agreement or (except to the representations and warranties of such Buyer set forth herein or in certificates extent relating to Fundamental Representations) any certificate delivered in connection herewith, pursuant to this Agreement; (iib) any breach of any Fundamental Representation of Buyer contained in this Agreement or nonfulfillment (to the extent relating to Fundamental Representations) in any certificate delivered pursuant to this Agreement; or (c) the failure of Buyer to perform any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this AgreementAgreement and, in each case of clause (a), (b) or (c) above, of which a Seller Indemnitee gives Buyer notice pursuant to Section 12.5(a) on or before the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Splitapplicable Cut-Off Subsidiary, Date; and (ivd) the conduct and operations, whether before or after Closing, successful enforcement by Seller Indemnitees of (A) the business of Seller pertaining their indemnification rights pursuant to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiesthis Article XII.

Indemnification by Buyer. From and after the date hereof, Buyer covenants and agrees to indemnifyindemnify fully, defendhold harmless, protect and hold harmless defend Seller and XxxxxxxShareholder, and their respective directors, officers, directors, agents and employees, stockholders, agents, representatives successors and Affiliates (collectively, the “Seller Indemnified Parties”) at all times assigns from and after the date of this Agreement from against: (a) any and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses Losses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), as defined below) incurred by any Seller Indemnified Party as a result of them arising out of, relating to or arising from (i) based upon any inaccuracy in, or breach of, any of the representations and or warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth contained in this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (b) on any and all Losses incurred by any of them arising out of, relating to or based upon any failure to perform, or other breach of, any of the part covenants or agreements of such Buyer under contained in or incorporated into this Agreement, any Transaction Document or in the Schedules or Exhibits hereto or thereto; (iiic) any Assigned Asset and all Losses incurred by any of them arising out of, relating to or Assigned Liability based upon Buyer’s ownership, use or control of the Purchased Assets after the Closing or failure to perform any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or obligations assumed by Buyer after Closing, of (A) the business of Seller pertaining Closing with respect to the Assigned Assets Assumed Liabilities after the Closing; and (d) any and Assigned Liabilities all Losses incurred by any of them arising out of, relating to or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining based upon Buyer and/or its Affiliates Liability for any Taxes related to the Assigned Purchased Assets after the Closing; and (e) any and Assigned Liabilitiesall Losses incurred by any of them arising out of, relating to or based upon the operation of Buyer’s business after the Closing. The right of the Seller and Shareholder (and their respective directors, officers, agents and employees, successors and assigns) to be indemnified hereunder for any Loss shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of any such Persons.

Indemnification by Buyer. From and after the Closing, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller and Xxxxxxxeach of Seller's Affiliates, and their respective officers, directors, employees, stockholdersattorneys, agents, representatives representatives, successors and Affiliates assigns (collectively, the “"Seller Indemnified Parties”Indemnitees") at in respect of any and all times from and after the date of this Agreement from and against all actual claims, losses, damages, liabilities, damagespenalties, claims, actions, suits, proceedings, demands, assessments, adjustmentsinterest, costs and expenses (including specificallyany actual reasonable attorney, but without limitation, reasonable attorneys’ accountant and consultant fees and other expenses, including any such actual and reasonable expenses incurred in connection with investigating, defending against or settling any such claims but excluding any claims, losses, damages, liabilities, penalties, interest, costs or expenses that are consequential, special or punitive, are in the nature of investigationlost profits or diminution in value or are otherwise not actual claims, losses, damages, liabilities, penalties, interest, costs or expenses) reasonably incurred by Seller Indemnitees ("Seller Losses"), whether in connection with, or not involving a third party claim resulting from, each and regardless all of the following: (a) Any breach by Buyer of any negligence of any Seller Indemnified Party representation or warranty set forth in this Agreement except those in Section 5.4 (collectively, “Losses”Brokers Fees), incurred ; (b) Any breach by any Seller Indemnified Party as a result of or arising from (i) any breach Buyer of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this AgreementSection 5.4 (Brokers Fees); (c) on the part Any breach of such Buyer under this Agreementany covenant, (iii) any Assigned Asset or Assigned Liability or any other debt, liability agreement or obligation of Split-Off SubsidiaryBuyer contained in this Agreement; (d) The operation and ownership of the Business and Assets on and after the Closing Date, (iv) the conduct and operations, whether before including but not limited to any Seller Losses resulting from or arising out of any products sold on or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.Closing Date; and

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and XxxxxxxHRAA, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or HRAA and attributable to the transactions contemplated by this Agreement. The obligations of Buyer under this Section, as between Buyer and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyer. Subject to the terms of this Article 10, Buyer covenants and agrees to indemnify, defend, protect shall indemnify and hold harmless Seller and XxxxxxxSeller, its Affiliates and their respective employees, officers, directors, employeesmembers, stockholdersmanagers, shareholders, agents, contractors, attorneys and representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times harmless from and after the date of this Agreement against, and agrees to promptly defend any Seller Indemnified Party from and against reimburse any Seller Indemnified Party for, any and all losses, any and all liabilities, damagesdemands, claims, actions, suitscauses of action, proceedingscosts, demandsdamages, assessmentsdeficiencies, adjustmentsTaxes, costs penalties, fines and expenses (other losses and expenses, whether or not arising out of a claim made by any third party, including specificallyall interest, but without limitationpenalties, reasonable attorneys’ fees and expenses of investigation)expenses, whether and all amounts paid or not involving a incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any Governmental Authority) (“Losses”) which such Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: 10.1.1 any untruth or inaccuracy in any representation or warranty of Buyer or any Buyer Sub contained in this Agreement or in any other Transaction Document; provided, however, that for purposes of determining an untruth or inaccuracy in any such representation or warranty for purposes of this Section 10.1.1, the representations and warranties of Buyer that are limited or qualified by references to “material” or “materiality” or “Material Adverse Effect” or similar qualifications shall be construed as if they were not limited or qualified by such qualifications. 10.1.2 any failure of Buyer or any Buyer Sub duly to perform or observe any term, provision, covenant, agreement or condition contained in this Agreement or the other Transaction Documents to be performed or observed by Buyer or such Buyer Sub; or 10.1.3 any claim and regardless or cause of action by any negligence of party arising on or after the Closing Date against any Seller Indemnified Party (collectivelyincluding, “Losses”)without limitation, incurred by any Seller Indemnified Party as a result claim or cause of or action arising from (i) the failure to obtain any breach required consents or approvals, including, without limitation, consents or approvals from any party, to the assignment of the representations and warranties Lease to Buyer) with respect to the Property, the obligations of such Seller assumed by Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement an Buyer Sub under this Agreement (including any other agreement of Buyer to indemnify set forth in this Agreementthe Assumed Liabilities) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any of the other debtTransaction Documents, liability including any default by Buyer or obligation of Split-Off Subsidiary, (iv) any Buyer Sub under the conduct and operations, whether before Lease arising on or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned LiabilitiesClosing Date.

Indemnification by Buyer. (a) Buyer covenants and agrees to will indemnify, defend, protect and hold harmless Seller and Xxxxxxxdefend the shareholders, and together with their respective officersheirs, directorssuccessors and assigns, employeesfrom, stockholdersagainst and with respect to any and all damage or loss, agentsdeficiency, representatives and Affiliates expense (including any reasonable attorney fees or expenses), action, suit, proceeding, demand, assessment or judgment to or against the shareholders including any punitive, exemplary or consequential damages (but only to the extent such punitive, exemplary or consequential damages are contained as part of an award to a third party) (collectively, the “Seller Indemnified PartiesShareholders’ Loss”) at arising out of or in connection with: (1) all times from and after the date of this Agreement from and against all losses, liabilities, damages, claimsclaims or obligations of any nature whatsoever (whether accrued, actionsabsolute, suitscontingent, proceedingsunasserted or otherwise) incurred or accrued against Buyer, demandsMerger Sub or the Surviving Corporation arising out of the business activities of the Surviving Corporation except to the extent the shareholders are required to provide indemnification for such liabilities, assessmentsdamages, adjustmentsclaims and obligations pursuant to Section 8.02; (2) any breach or violation by Buyer or Merger Sub of any of their respective representations or warranties contained in this Merger Agreement; (3) any breach, costs and expenses violation or nonperformance by Buyer or Merger Sub of any of their respective covenants or agreements contained in this Merger Agreement, including the payment of any Post-closing Adjustment Amount; or (including specifically, but without limitation, reasonable attorneys’ 4) fees and expenses of investigation)any broker, whether investment banker or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred other advisor engaged by any Seller Indemnified Party as a result of Buyer or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered Merger Sub in connection herewith, (ii) any breach with the execution of this Merger Agreement or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilitiestransactions contemplated hereby.

Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect will indemnify and hold harmless the Seller and Xxxxxxxits respective successors and permitted assigns, and their respective the officers, employees, directors, employeesmanagers, stockholdersmembers, agentspartners, and stockholders of Seller and consultants, agents and representatives and Affiliates of Seller (collectively, the “Seller Indemnified PartiesIndemnitees”) at all times from and after against, and will pay to the date of this Agreement from Seller Indemnitees the amount of, any and against all out-of-pocket losses, liabilities, claims, damages, claimspenalties, actionsfines, suitsjudgments, proceedingsawards, demandssettlements, assessmentstaxes, adjustmentscosts, costs and fees, expenses (including specificallyincluding, but without limitationnot limited to, reasonable attorneys’ fees investigation fees) and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party disbursements (collectively, “Losses”), ) actually incurred by any of the Seller Indemnified Party as a result of or arising from Indemnitees following the Closing Date based upon (i) any breach of or inaccuracy in the representations and warranties of such the Buyer set forth herein contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto) or in certificates any of the Transactional Documents delivered in connection herewith, at the Closing by the Buyer pursuant hereto; (ii) any breach of the covenants or nonfulfillment agreements of the Buyer contained in this Agreement (including the schedules and exhibits attached hereto and the certificates delivered pursuant hereto); (iii) the failure of the Buyer to pay, perform or discharge when due the Assumed Liabilities; (iv) any covenant imposition, whether or agreement not by a third party (including any other agreement business broker or finder), upon Seller of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct Assumed Liabilities; and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, any and all costs and expenses (Aincluding reasonable and documented legal and accounting fees) against Split-Off Subsidiary or (B) pertaining related to any of the Assigned Assets and Assigned Liabilitiesforegoing.