Common use of Indemnification by Buyers Clause in Contracts

Indemnification by Buyers. Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, 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 Buyers 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 Buyers to indemnify set forth in this Agreement) on the part of Buyers 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, (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 InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyers. From and after Closing and (unless otherwise provided in this Agreement) until the end of the later of: (a) the end of the Wind-Down Period, and (b) the end of the applicable limitation period under the Indian Income Tax Act, 1961 and the rules framed thereunder (in case of Liability arising out of, resulting from, or attributable to any Non-U.S. Sale Transaction Taxes), the Buyers covenant and agree to indemnifywill pay, defend, protect discharge, indemnify, and hold harmless Seller and InVivo, the Endo Companies 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 agents from and against any and all lossesLiabilities to the extent arising out of, liabilitiesresulting from, damagesor attributable to (x) any Non-U.S. Sale Transaction Taxes, claims(y) any non-action or action such parties or entities take or cause to be taken in relation to any Consent, actionsPermit or Regulatory Approvals, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specificallyincluding, but without limitationnot limited to, reasonable attorneysmaking or amending any filings, submissions, notices, communications or otherwise appearing before any Governmental Authority as required for any such Consent, Permit, or Regulatory Approval, or (z) any other Assumed Liability. Notwithstanding anything to the contrary contained in this Section 9.2 or otherwise, the Buyers’ fees obligation to indemnify the Endo Companies’ officers, directors, employees, and expenses of investigation)agents from and against any and all Liability to the extent arising out of, whether resulting from, or not involving a third party claim and regardless attributable to any non-action or action such parties or entities take or cause to be taken in relation to any Consent, Permit or Regulatory Approvals shall be indefinite. It is clarified that if any deduction or withholding of any negligence Tax is required by applicable Law from the amount paid in cash by the Buyers pursuant to its indemnity obligations in this Section 9.2, or any Taxes that are actually payable, either in cash or by way of any set-off or adjustment against any Tax refund due by the Endo Companies or their officers, directors, employees, and agents (“Seller Indemnified Party (collectivelyIndemnitees”) on the indemnity amounts paid by a Buyer under this Section 9.2, “Losses”)then such indemnity amounts paid by a Buyer to a Seller Indemnitee shall be grossed up to include such additional amount on account of Tax, incurred so as to leave the applicable Seller Indemnitee with the full amount which would have been received by it if no such Taxes were payable; provided, that the amount of any payment by a Buyer to a Seller Indemnified Party Indemnitee pursuant to this Section 9.2 shall be reduced by the amount of any Tax benefit realized or expected to be realized by the applicable Seller Indemnitee in the year in which the indemnification payment is made as a result of or arising from the indemnified loss (determined on a “with and without” basis); provided, further, that (i) any breach of the representations Buyers shall have the right to designate the entity that makes an indemnity payment and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment the Sellers shall cooperate with the Buyers to minimize the amount of any covenant Tax that would be payable with respect to indemnity payments made by the Buyers hereunder. The Endo Companies and the Buyers agree to treat (and cause their Affiliates to treat) any payments received pursuant to this Section 9.2 as adjustments to the Purchase Price for all Tax purposes, unless otherwise required by applicable Law, a closing agreement with an applicable Taxing Authority, or agreement a final judgment of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, (i) the Buyers shall not pay, defend, discharge, indemnify, or hold harmless the Endo Companies for any Excluded Liabilities (including Excluded Taxes), and (ii) the Buyers shall have the right, upon written notice to the applicable indemnified Endo Company, to assume the defense of any other agreement of Buyers Action related to indemnify set forth in this Agreement) on or that may give rise to the part of Buyers Buyers’ indemnification obligations under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) Section 9.2 with counsel selected by 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, (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 InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and severalBuyers.

Indemnification by Buyers. From and after the Closing, Buyers covenant and agree to indemnify, defend, protect shall indemnify and hold harmless Seller and InVivo, Parent and their respective Affiliates and respective officers, directors, employees, stockholders, agents, representatives consultants, representatives, successors and Affiliates assigns of any of the foregoing (collectivelythe "PARENT INDEMNITEES"), 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”), Losses incurred by any Seller Indemnified Party as a result of them arising out of, relating to or arising resulting from any of the following: (ia) any breach by Buyers of any of the representations or warranties made by Buyers in this Agreement; (b) any failure by Buyers to perform any of its covenants or agreements contained in this Agreement; (c) the failure by Existing Sub, after the Closing to pay, perform or discharge when due any of the Assumed Liabilities, (d) any Taxes (including reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in connection therewith), imposed on or payable by Existing Sub with respect to any taxable period or portion thereof beginning after the Closing Date; and (e) subject to Section 2.4(b) and 12.2(h) hereof, any Loss, arising out of or relating to, the funding, operation, administration, amendment, termination of, or withdrawal or partial withdrawal from, any Benefit Plan established, maintained or contributed to by Existing Sub or Buyers after the Closing Date, to the extent such liabilities, obligations or Loss arise out of or relate to, any event or state of facts occurring after the Closing Date, and including, but not limited to liabilities, obligations or Loss arising under Title IV of ERISA, Section 302 of ERISA or Section 412 or 4971 of the Code. except that any materiality (or correlative meaning) qualifications included in the representations and warranties of Buyers 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 Buyers to indemnify set forth in Article VI shall have no effect on any provisions in this Agreement) on Section 12.03 concerning the part indemnity of Buyers under this Agreementwith respect to such representations and warranties, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation each of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, which Is given as though there were no materiality qualification for purposes of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (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 InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and severalsuch indemnities.

Indemnification by Buyers. From and after the Closing, Buyers covenant shall assume, pay, perform, fulfill and agree to discharge all Assumed Liabilities and shall indemnify, defend, protect defend and hold harmless Seller Seller, Seller’s Affiliates, each of Seller’s and InVivoits Affiliate’s respective past, present and their respective future directors, officers, directors, employees, stockholders, consultants and agents, representatives and Affiliates each of the directors, officers, heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Seller Indemnified PartiesPersons”) 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 a) Assumed Liabilities incurred by or asserted against any of investigation), whether or not involving a third party claim and regardless of any negligence of any the Seller Indemnified Party Persons and (collectivelyb) subject to the limitations set forth in Section 12.4 or as set forth in Article 13, “Losses”), any Covered Liability incurred or suffered by any a Seller Indemnified Party as a result of or arising Person resulting from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any representation, warranty, covenant (including, without limitation, Buyers’ covenant in Section 3.3) or agreement (including any other agreement on the part of Buyers to indemnify either Buyer which is expressly set forth in this Agreement) on the part of Buyers 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, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or confirmed in the officer’s certificate referred to in Section 10.1(b) (vi) provided, however, that Seller acknowledges and agrees that such confirmation shall not operate to extend the survival period of any federal such representation, warranty, covenant or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Sectionagreement), as between Buyers and the Seller Indemnified PartiesEVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, are joint and severalJOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PERSON, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PERSON.

Indemnification by Buyers. From and after the Closing, Buyers covenant and agree to indemnify, defend, protect shall indemnify and hold harmless Seller Sellers and InVivotheir respective successors, permitted assigns and Affiliates, and their respective officers, employees, directors, employeesmanagers, members, partners, stockholders, agents, heirs and personal representatives and Affiliates (collectively, the “Seller Indemnified PartiesIndemnitees”) at all times from and after against: (a) any and all Losses of the date of this Agreement from and against all lossesSeller Indemnitees following the Closing arising out of, 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 related to 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 of: (i) prior to their expiration in accordance with Section 10.1, any breach of the representations and warranties of any Buyer Fundamental Representations, in each case, as if made as of the Closing Date; (ii) prior to their expiration in accordance with Section 10.1, any breach of the representations and warranties included in ARTICLE VI (other than any Buyer Fundamental Representations), in each case, as if made as of the Closing Date; and (iii) prior to their expiration in accordance with Section 10.1, any breach of the covenants or agreements of Buyers set forth herein contained in this Agreement (including any related Schedule or in exhibit attached hereto and the certificates delivered pursuant hereto). (b) (i) any liability for Taxes of any of the Acquired Companies and the Subsidiaries for any Post-Closing Tax Period and the portion of any Straddle Period that begins after the Closing Date (determined in connection herewithaccordance with Section 11.3 in the case of any Straddle Period) and any Losses related to the foregoing, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement Transfer Taxes that are the responsibility of Buyers pursuant to indemnify set forth in this Agreement) on the part of Buyers under this AgreementSection 11.1, and (iii) any Assigned Asset liability for Taxes taken into account in determining the final Closing Statement; provided, however, that Buyers shall not be liable for or Assigned Liability or pay, and shall not indemnify, the Seller Indemnitees 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 Taxes to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (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 InVivo and extent such Taxes are attributable to the transactions contemplated any breach by this Agreement. The obligations Sellers of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and severaltheir covenants in ARTICLE XI.

Indemnification by Buyers. Buyers covenant Each Buyer covenants and agree agrees to indemnify, defend, protect and hold harmless Seller and InVivoCrownbutte, 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 Buyers 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 Buyers to indemnify set forth in this Agreement) on the part of Buyers 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, (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 InVivo Crownbutte and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyers. Buyers covenant Each Buyer covenants and agree agrees to indemnify, defend, protect and hold harmless Seller and InVivoNevada Gold, 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 Buyers 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 Buyers to indemnify set forth in this Agreement) on the part of Buyers 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, (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 InVivo Nevada Gold and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyers. Subject to the terms and conditions of this ARTICLE VIII, if the Closing occurs, Buyers covenant jointly and agree to severally shall indemnify, defend, protect defend and hold harmless Seller Sellers and InVivotheir Affiliates, and their respective officers, directors, employees, stockholders, agents, representatives Representatives (including each of the foregoing Person’s successors and Affiliates permitted assigns) (collectively, the “Seller Indemnified Parties”) ), from and against, for and in respect of the full amounts of, and shall pay and reimburse each of them for, any and all Losses suffered, sustained, incurred or required to be paid at all times any time 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 Closing by the Seller Indemnified Party Parties, to the extent based upon, arising out of, resulting from or because of: (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from a) (i) any breach or inaccuracy of any of the representations Buyer Surviving Representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any Third Party Claim asserted against any Seller Indemnified Party that, if meritorious, would constitute or give rise to an inaccuracy in or breach of any of the Buyer Surviving Representations; (b) (i) any breach or nonfulfillment default in, or failure of any covenant Buyer to carry out, perform, satisfy and discharge, any of its covenants, agreements or agreement obligations under this Agreement, the Ancillary Agreements or any certificate or instrument delivered by or on behalf of such Buyer pursuant to this Agreement and (including ii) any other agreement Third Party Claim asserted against any Seller Indemnified Party that, if meritorious, would constitute or give rise to a breach, default or failure of any Buyer to carry out, perform, satisfy and discharge, any of its covenants, agreements or obligations described in the foregoing clause (i); (c) any Assumed Liabilities, subject to the Buyer Indemnified Parties’ indemnification rights under Section 8.2(f), or Buyers’ ownership or operation of the Assets (in respect of the Assets, to the extent arising after the Closing, and not an Excluded Liability); or (d) any Third Party Claims resulting or arising from, or otherwise related to Sellers’ performance of their obligations pursuant to Section 6.11(a). (e) any enforcement of this ARTICLE VIII resulting from the failure of Buyers to indemnify set forth in this Agreement) on the part of Buyers 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, (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 InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and severalParty in accordance with the terms hereof.

Indemnification by Buyers. Buyers and, after the Closing, LLC covenant and agree to jointly and severally indemnify, defend, protect and hold harmless Seller and InVivoSeller, Modigene and their respective 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 Buyers 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 Buyers any Buyer to indemnify Seller set forth in this Agreement) on the part of Buyers any Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryLLC, (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, (v) claims asserted, LLC whether before or after Closing, (Av) claims asserted against Split-Off Subsidiary LLC whether before or (B) pertaining to the Assigned Assets and Assigned Liabilitiesafter Closing, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions business or operations of the LLC or the transaction contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyers. (i) Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivoshall, and shall cause -------------------------- the Company and the Subsidiaries to, indemnify Seller, its affiliates and each of their respective officers, directors, employees, stockholders, agentsagents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred by any such indemnified party to the extent arising from (A) any breach of any representation or warranty of Buyers which survives the Closing contained in this Agreement or in any certificate delivered pursuant hereto, and (B) any breach of any covenant of Buyers contained in this Agreement. (ii) Buyers shall cause the Company and the Subsidiaries to indemnify Seller, its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against and Affiliates hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred by any such indemnified party to the extent arising from (A) any guarantee or obligation to assure performance given or made by Seller or an affiliate of Seller with respect to any obligation of the Company or any Subsidiary set forth in clause (B) below, (B) all obligations and liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, of the Company or any Subsidiary, including any such obligations or liabilities contained in the Contracts or any agreement, lease, license, permit, plan or commitment that, because it fails to meet the relevant threshold amount or term, is not included within the definition of Contracts, or the Benefit Plans set forth in Schedule 4(n) or any plan, fund, program, policy, contract or arrangement described in Section 4(n) but not required to be set forth in Schedule 4(n) (collectively, the “Seller Indemnified Parties”"Plans"), (C) at all times from any claim that the purchase and sale of the Acquired Shares or the transactions contemplated thereby give rise to any severance or other benefits under any Plan, (D) any discontinuance, suspension or modification on or 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 Closing Date of any negligence of any Seller Indemnified Party Plan, and (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (iE) any breach Taxes of the representations and warranties of Buyers set forth herein or Company for any period other than a Pre-Closing Tax Period; provided, however, that nothing in certificates delivered in connection herewith, clause (ii) any breach or nonfulfillment shall limit Buyers' rights of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers 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, (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 InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several-------- ------- indemnification hereunder.

Indemnification by Buyers. Subject to the limitations set forth in this ARTICLE VIII and Section 5.14 (Tax Matters), from and after the Closing, Buyers covenant will, and agree to Buyer Guarantor will cause Buyers to, indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, each of the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and Parties 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 Losses suffered by or asserted against any of investigation), whether or not involving a third party claim and regardless of any negligence of any the Seller Indemnified Party (collectivelyParties arising from, “Losses”)or in connection with, incurred by any Seller Indemnified Party as a result of or arising from the following: (i) any breach of the representations and warranties of Buyers set forth herein contained in ARTICLE IV (Representations and Warranties of Buyers) or in certificates the certificate delivered in connection herewith, pursuant to Section 2.7(f); (ii) any breach or nonfulfillment of any covenant of the covenants and agreements by Buyers contained in this Agreement that by their nature are required to be performed after the Closing; (iii) the operation of the Business (not including (A) agreements entered into before, at, or agreement (including after the Closing between any other agreement of Sellers or their Affiliates, on the one hand, and any of Buyers to indemnify set forth in this Agreement) or their Affiliates, on the part of Buyers other hand, but subject to the rights and obligations under this Agreement, or (iiiB) any Assigned Asset or Assigned Liability or any other debtLosses for which Buyers are entitled to indemnification pursuant to ARTICLE VIII (Indemnification)) and, liability or obligation of Split-Off Subsidiarywithout duplication, from the Transferred Liabilities; and (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining guarantee by Stock Seller, at any time after the Closing Date subject to such guarantee's terms, solely to the Assigned Assets extent relating to any Transferred Companies obligations and Assigned Liabilities or DQ Valuation Business obligations under the Contractual Obligations set forth on Schedule 8.2(b)(iv), and (B) any guarantees by Stock Seller, at any time after the business Closing Date subject to such guarantees' respective terms, solely to the extent relating to any Transferred Companies obligations and DQ Valuation Business obligations under the Contractual Obligations set forth on Schedule 5.5(c) for which the parties do not receive novations prior to the Closing pursuant to Section 5.5(c); provided, that no Seller Indemnified Party will be entitled to any indemnification with respect to any such guarantees for Losses resulting from any acts of Split-Off Subsidiaryfraud, gross negligence, or intentional misconduct by Stock Seller or any of its Subsidiaries (v) claims asserted, whether before or after including the Transferred Companies prior to the Closing, (A) against Split-Off Subsidiary or (B) pertaining to but excluding the Assigned Assets Transferred Companies from and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to after the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and severalClosing).

Indemnification by Buyers. From and after the Closing Buyers covenant shall jointly and agree to severally indemnify, defend, protect defend and hold harmless Seller and InVivoSeller, its Affiliates, and their respective directors, officers, directorsshareholders, employeespartners, stockholdersmembers, attorneys, accountants, agents, representatives and Affiliates employees and their heirs, successors and permitted assigns, each in their capacity as such (collectivelyeach, the “Seller Indemnified Parties”a "SELLER INDEMNIFIED PARTY") at all times from from, against and after the date in respect of this Agreement from and against all any damages, losses, charges, liabilities, damagesclaims, claimsdemands, actions, suits, proceedings, demandspayments, judgments, settlements, assessments, adjustmentsdeficiencies, taxes, interest, penalties, and costs and expenses (including specificallyremoval costs, but without limitationremediation costs, reasonable attorneys’ fees closure costs, fines, penalties and expenses of investigation)investigation and ongoing monitoring, whether or not involving a third party claim attorneys' fees and regardless of any negligence of any Seller Indemnified Party disbursements) (collectively, “Losses”)"LOSSES") imposed on, sustained, incurred by or suffered by, or asserted against, any of the Seller Indemnified Party as a result Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or arising resulting from (i) any breach of any representation or warranty made by Buyers in this Agreement and in the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, Ancillary Agreements; (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement obligation of Buyers to indemnify set forth in this Agreement) on the part of Agreement or in any writing delivered by Buyers under pursuant to this Agreement, ; or (iii) any Assigned Asset or Assigned Liability or arising out of the ownership of the Interests in respect of any other debt, liability or obligation period after the Closing Date. The amount of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining any Loss for which indemnification is provided under this Agreement shall be increased to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (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) take into account any federal or state income tax payable net Tax cost incurred by Seller or InVivo and attributable to arising from the transactions contemplated by this Agreementreceipt of such indemnity payment (grossed up for such increase). The obligations amount of Buyers any Loss for which indemnification is provided under this Section, as between Buyers Section 7.1 shall offset any amounts due and owing under the Seller Indemnified Parties, are joint and severalNote.

Indemnification by Buyers. Buyers covenant covenants and agree agrees to indemnify, defend, protect and hold harmless Seller and InVivoSeller, 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 Buyers 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 Buyers to indemnify set forth in this Agreement) on the part of such Buyers 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 EXO Shares and Assigned Liabilities or (B) the business of Split-Off SubsidiaryPizza Fusion Shares and Assumed Liabilities, (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 EXO Shares and Assigned LiabilitiesPizza Fusion Shares and Assumed Liabilities or to the EXO Business or the Pizza Fusion Business prior to the Closing, or (vi) any federal or state income tax payable by Seller or InVivo and 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. The obligations of Notwithstanding anything to the contrary provided for herein, Buyers total obligation under this Section, as between Buyers Section 12 shall be limited to their respective ownership interests in the EXO Shares and the Seller Indemnified Parties, are joint and severalPizza Fusion Shares.