Common use of Indemnification by Parent and Seller Clause in Contracts

Indemnification by Parent and Seller. Subject to Section 8.5, Parent and Seller agree, jointly and severally, to indemnify, defend and hold harmless Purchaser, its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”), from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by any of the foregoing Persons by reason of or resulting from (a) any untrue representation of, or breach of warranty by Parent or Seller in any part of this Agreement; (b) any non-fulfillment of any covenant, agreement or undertaking of Parent or Seller in any part of this Agreement; and (c) subject to the immediately following sentence, any Retained Liability; (d) any liability for Taxes resulting from or attributable to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing Date, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and (e) either of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5.

Indemnification by Parent and Seller. Subject to Section 8.5(a) From and after the Closing, Parent and Seller agree, agree to jointly and severally, to indemnify, defend severally indemnify and hold harmless Purchaser, its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”), each Buyer Group Member from and against any and all Damages asserted against, relating to, imposed upon, suffered or Losses and Expenses incurred by any of the foregoing Persons by reason of such Buyer Group Member in connection with or resulting from arising from: (ai) (A) any untrue representation of, breach or breach of warranty failure by Parent or Seller to perform any of their respective covenants or obligations contained in any part of this Agreement; , (bB) any nonbreach or failure by the Company to perform any covenant or agreement of the Company contained in this Agreement that is required to be performed by it at or prior to the Closing, or (C) any breach or failure by Parent or Seller to perform any of their respective covenants or obligations contained in the applicable Seller Non-fulfillment Competition Agreement; (ii) any inaccuracy or breach of any covenant, agreement representation or undertaking warranty of Parent or Seller contained in any part Article IV of this Agreement; , without regard, other than with respect to Section 4.21 and to the definition of "Material Contract" for purposes of Section 4.12(a), to any "materiality," "Material Adverse Effect," or other similar qualifiers contained in any such representation or warranty, (c) as modified by the Schedules including, subject to the immediately following sentenceterms and conditions of Section 6.2, any Retained Liability; Updated Schedules delivered to Buyer pursuant to Section 6.2) or in the certificate(s) delivered by or on behalf of Parent, Seller and the Company pursuant to Section 8.1(c); (diii) any liability for Taxes resulting from or attributable that Seller has agreed to pay pursuant to Section 7.1(a); and (iv) the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing DateRetained Liabilities. provided, however, that, other than Taxes reflected with respect to Seller Fundamental Representations and the representations and warranties in the Final Subsidiary Closing Balance Sheet Section 4.11 (Tax Matters), inaccuracies or breaches of which shall be subject to indemnification without limitation, Seller and (e) either of the matters described on Schedule 8.2. No claim for indemnity can Parent shall be brought against Seller required to indemnify and hold harmless Buyer Group Members under clause (cii) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise 10.1(a) with respect to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but Losses and Expenses incurred by Buyer Group Members only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5.extent that:

Indemnification by Parent and Seller. Subject to Section 8.5, Each of Parent and Seller agreeagree to and shall, jointly and severally, to indemnify, defend indemnify the Buyer Parties and hold each of them harmless Purchaser, its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”), from and against any and all Damages asserted againstLosses which the Buyer Parties may suffer, relating sustain or become subject to, imposed upon, suffered or incurred by any of the foregoing Persons by reason of or resulting from as a result of: (a) any untrue representation of, or breach of any representation or warranty made by any of Parent or Seller in any part of this Agreement; (b) any non-fulfillment breach of any covenant, covenant or agreement or undertaking of by Parent or Seller in under this Agreement or under any part of this AgreementTransaction Document; and (c) subject to the immediately following sentence, any Retained Liability; Excluded Liabilities or (d) any liability for Taxes resulting from or attributable to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing Date, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and (e) either of the matters described set forth on Schedule 8.2. No claim for indemnity can be brought against 8.1 attached hereto (the “Special Indemnification Schedule”); provided, that neither Parent nor Seller shall have any liability under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business8.1(a) (but only those provisions of Section 2.11 that do not pertain other than with respect to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a any breach of Section 2.196.2(a) (Authorization); Section 6.8(a) (Assets); or Section 6.15 (Litigation); or to any fraud by Parent or Seller) unless the aggregate of all Losses relating thereto for which Parent and Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000.00 (“Threshold Amount”), Section 2.14 (FDA and Global Regulation Compliance in Connection with then Parent and Seller shall be liable for all such Losses including the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws)Threshold Amount. Notwithstanding the foregoing, (but only those provisions of x) Parent and Seller shall not have any liability under Section 2.15 that do not pertain 8.1(a) with respect to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a any breach of Section 2.196.18 (Environmental Matters) unless the amount of Losses relating thereto exceeds $250,000.00 and then Parent and Seller shall be liable only for all such Losses in excess of such $250,000.00 threshold (and in which event the Threshold Amount shall be met by such Losses), it being understood ; and agreed that the exclusive remedy of each Purchaser Indemnified Party (y) Parent and Seller shall not be liable for any actions or claims Losses pursuant to Section 8.1(a) that exceed in the subject matter aggregate an amount (the “Restricted Amount”) equal to 15% of which is based on eventsthe Purchase Price (as adjusted by Section 4.2(d)) plus, facts or circumstances that constitute a breach ofwith respect to Losses relating to any breaches of Section 6.18 (Environmental) only, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject an amount equal to the limitations difference of $8 million minus the Restricted Amount; provided, however, that this limitation shall not be applicable to any breach of Section 8.56.2(a) or Section 6.8(a) or to any fraud by Parent or Seller. In no event (other than with respect to any fraud by Parent or Seller) shall Parent and Seller be liable for any Losses pursuant to this Article VIII that in the aggregate exceed the Purchase Price, as adjusted pursuant to Section 4.2(d).

Indemnification by Parent and Seller. Subject to Section 8.5, Parent and Seller agree, jointly and severally, severally agree to indemnify, defend and hold harmless Purchaser, each of the Purchaser and its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”), from and Affiliates against any and all Damages asserted against, Losses relating to, imposed upon, suffered to or incurred by any of the foregoing Persons by reason of or resulting from arising out of: (a) any untrue representation of, or breach of any representation or warranty made by Parent or Seller in this Agreement or 51 any part of document delivered to Purchaser at the Closing pursuant to this Agreement; , provided, however, that neither Parent nor Seller shall have any liability under this Section 6.2(a) with respect to breaches of such representations and warranties until the Losses arising out of such breaches equal or exceed $175,000 in the aggregate, at which point Purchaser shall be entitled to recover all Losses in excess of such $175,000, provided, further, that (i) the foregoing limitation shall not apply to Losses arising out of any breaches of the representations and war-ranties set forth at Sections 3.6, 3.17, and 3.19 hereof, and (ii) Seller shall have no indemnification obligation pursuant to this Section 6.2(a) for aggregate Losses in excess of the Purchase Price, provided that the foregoing limitation shall not apply to Losses arising out of any breaches of the representations and warranties set forth at Sections 3.6, 3.17 and 3.19 hereof; (b) any non-fulfillment breach of any covenant, agreement or undertaking of covenant made by Parent or Seller in this Agreement or any part of document delivered to Purchaser at the Closing pursuant to this Agreement; and ; (c) subject the bulk sales Laws of any jurisdiction applicable to the immediately following sentencetransactions contemplated herein, and any Retained Liability; Laws of any jurisdiction imposing liability on Purchaser for Seller's Taxes, including the failure to comply with any such Laws; (d) Seller's Liabilities, including any liability for Taxes resulting from or attributable Remedial Action taken by Purchaser with respect to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing Date, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and Environmental Conditions; and (e) either of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise any damage to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of any Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject Assets relating to the limitations removal of Section 8.5any Excluded Assets from the Real Property.

Indemnification by Parent and Seller. Subject (a) From and after the Closing, subject to Section 8.5the other provisions of this Article 8, Parent and Seller agreeagree to indemnify Buyer and its officers, jointly and severally, to indemnify, defend and hold harmless Purchaser, its Affiliates, and their respective directors, officers, employees and agents Affiliates (eachcollectively, the “Indemnified Buyer Entities”) and to hold each of them harmless from and against, any and all Indemnifiable Losses suffered, paid or incurred by such Indemnified Buyer Entity (whether or not such Indemnifiable Losses relate to a direct claim or a Third Party claim) (i) in connection with, arising out of or resulting from any breach of any of the representations and warranties made by Seller to Buyer in Article 3 or any Ancillary Agreement, (ii) in connection with, arising out of or resulting from any breach by Parent or Seller of any of its covenants or agreements contained in this Agreement or any Ancillary Agreement, (iii) related to the Excluded Assets or (iv) related to the Excluded Liabilities (including Excluded Tax Liabilities). (b) Notwithstanding anything to the contrary contained in this Section, the Indemnified Buyer Entities shall be entitled to indemnification with respect to any claim for indemnification pursuant to Section 8.01‎(a)(i): (i) only if, and then only to the extent that, the aggregate Indemnifiable Losses to all Indemnified Buyer Entities with respect to all such claims exceeds one percent (1.0%) of the Base Purchase Price (the “Purchaser Indemnified PartyDeductible”), from whereupon (subject to the provisions of clauses (ii) and against any (iii) below) Parent and all Damages asserted againstSeller shall be obligated to pay in only such amounts that in the aggregate exceed the Deductible; provided that, relating tothe Deductible shall not apply to Indemnifiable Losses suffered, imposed upon, suffered paid or incurred by an Indemnified Buyer Entity as a result of any breach by Seller of any Specified Representation; (ii) only with respect to individual items where the Indemnifiable Losses relating thereto are in excess of $100,000 (any items less than such threshold shall not be aggregated for the purposes of the immediately preceding clause (i)); and (iii) only with respect to such claims made on or before the expiration of the survival period pursuant to ‎Section 7.01 for the applicable representation, warranty, covenant or agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Indemnified Buyer Entities be entitled to aggregate indemnification with respect to claims pursuant to Section 8.01‎(a)(i) in excess of two percent (2%) of the Base Purchase Price (the “Cap”); provided, that (i) the Cap applicable to the aggregate indemnification obligations of Parent and Seller related to (A) claims pursuant to Section 8.01‎(a)(ii) and (B) claims in respect of any breach of any of the Specified Representations made by Seller shall be the Purchase Price; and (ii) there should be no limitation on any indemnification obligation of Parent and Seller related to claims pursuant to Section 8.01‎(a)(iii) or Section 8.01‎(a)(iv). (d) In no event shall Parent or Seller be obligated to indemnify the Indemnified Buyer Entities with respect to Indemnifiable Losses to the extent arising from any material breach of this Agreement by any of the foregoing Persons by reason of or resulting from (a) any untrue representation of, or breach of warranty by Parent or Seller in any part of this Agreement; (b) any non-fulfillment of any covenant, agreement or undertaking of Parent or Seller in any part of this Agreement; and (c) subject to the immediately following sentence, any Retained Liability; (d) any liability for Taxes resulting from or attributable to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing Date, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and Indemnified Buyer Entities. (e) either of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this This Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of set forth in Section 8.5‎7.03(b).

Indemnification by Parent and Seller. Subject to Section 8.5, (a) Parent and Seller agreeshall, jointly and severally, to indemnify, indemnify and defend Buyer and hold harmless Purchaser, its Affiliates, Affiliates and their respective directorsstockholders, members, managers, officers, employees directors, employees, agents, successors and agents assigns (eachthe “Buyer Indemnitees”) against, a “Purchaser Indemnified Party”)and shall hold them harmless from, from and against any and all Damages asserted againstLosses resulting from, relating toarising out of, imposed upon, suffered or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) any breach of or any inaccuracy in any representation or warranty of Parent or Seller contained in any Schedule, certificate or other document delivered pursuant to this Agreement or any breach of or any inaccuracy in any representation or warranty of Parent or Seller contained in Article IV made as of the foregoing Persons date hereof and as though restated on and as of the Closing Date, as may be qualified by reason the Schedules thereto and; (ii) any breach of or resulting from (a) any untrue representation of, or breach of warranty failure by Parent or Seller in to perform any part of this Agreement; (b) any non-fulfillment of any covenantagreement, agreement covenant or undertaking obligation of Parent or Seller contained in this Agreement or any document delivered by Parent or Seller to Buyer at the Closing; (iii) any Liability in any part way related to, or arising out of or in connection with, any Subsidiary of Parent or Seller and/or the dissolution thereof; (iv) any Excluded Liability, regardless of whether or not the Seller Disclosure Schedule discloses any such Excluded Liability; (v) any fees, expenses or other payments incurred or owed by Parent or Seller to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; and (vi) fraudulent transfer Laws or the failure to comply with any bulk sales Laws and similar Laws. (b) Parent and Seller shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) (i) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $[****], in which event Seller shall be liable for all Buyer Warranty Losses from the first dollar, and (ii) to the extent that Buyer Warranty Losses exceed $[****]in the aggregate; provided, however, that the foregoing clauses (i) and (ii) shall not apply to any Loss or Losses resulting from, arising out of or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to, any Excluded Liabilities; provided, further, nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder. (c) subject Parent and Seller hereby expressly acknowledge and agree that (i) in the case that Buyer is required to make an out-of-pocket cash payment with respect to any Buyer Warranty Losses (a “Cash Payment”), Buyer shall have the immediately following sentenceright to receive payment of any and all amounts owed to any Buyer Indemnity pursuant to this Article X (or any portion thereof) in cash from Parent or (ii) in the case that Buyer is not required to make a Cash Payment, Buyer shall have the right to be fully and completely offset against and recoup from any Retained Liabilityand all amounts owed to any Buyer Indemnity pursuant to this Article X (or any portion thereof); (d) provided, however, that any liability for Taxes resulting from such offset or attributable to recoupment shall be made by reducing the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either principal amount of the Subsidiaries (with Income Taxes of either Note due to Seller; provided, further, that notwithstanding the foregoing, if such Buyer Warranty Losses exceed the principal amount of the Subsidiaries meaning Income Taxes arising after application Note, Buyer shall have the right to receive payment of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing Date, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and (e) either of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any amount of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5excess in cash.

Indemnification by Parent and Seller. Subject to Section 8.5the limits set forth in this Article 9:, Parent and Seller agreeSeller, jointly and severally, agree to indemnify, defend and hold harmless PurchaserPurchaser and NLSI and each of their shareholders, its Affiliates, and their respective directorsaffiliates, officers, employees directors, employees, agents, successors and agents assigns (eachPurchaser, a NLSI and such persons are hereinafter collectively referred to as “Purchaser Purchaser’s Indemnified PartyPersons”), harmless from and against any and all Damages asserted againstloss, relating liability, damage or deficiency (including interest, penalties, costs of preparation and investigation, and reasonable attorneys’ fees) (collectively “Losses”) that Purchaser’s Indemnified Persons may suffer, sustain, incur or become subject to, imposed upon, suffered or incurred by any of the foregoing Persons by reason arising out of or resulting from due to: (a) any untrue inaccuracy of any representation of, or breach of warranty by Parent or Seller in any part of this Agreement; (b) the material breach of any warranty of Parent or Seller in this Agreement; (c) the non-fulfillment of any covenant, undertaking, agreement or undertaking other obligation of Parent or Seller in any part of under this Agreement; and (c) subject to the immediately following sentence, any Retained Liability; (d) any liability for Taxes resulting from noncompliance by Parent or attributable Seller with bulk sales laws or similar laws which may be applicable to the Pre-Closing Transactions sale or transfer of the Business, (e) any liabilities or damages incurred by Purchaser related to the Excluded Assets and/or the Excluded Liabilities and (f) any liability for Taxes attributable incurred by Purchaser pertaining to Seller the ownership, operation or either control of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (Hire Agreements or portions thereof) ending on or Collateral prior to the Closing Date, other than Taxes reflected the Assumed Liabilities. Parent and Seller shall have no liability for indemnification or otherwise with respect to claims under Section 9.1 or otherwise related to this transaction until the total of all Losses with respect to such matters, net of any reduction pursuant to Section 9.5, exceeds Two Hundred Fifty Thousand United States Dollars (US$250,000) and then only for the amount by which such Losses, net of any reduction pursuant to Section 9.5, exceed Two Hundred Fifty Thousand United States Dollars (US$250,000), and do not exceed, in the Final Subsidiary Closing Balance Sheet aggregate, an amount equal to the Purchase Price, provided the limitations contained in this sentence shall not apply to any amounts owed to Purchaser pursuant to Sections 2.1, 2.2, 3.3, 4.1.7, 4.1.12, 4.1.23, 4.1.26, 6.2(c), 6.5, 6.6, 6.7, 6.12, 6.15, 6.17, 6.20, 6.21, 6.24 and (e) either of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events6.25, facts or circumstances that also constitute as a breach result of, or could give rise to a valid claim of a breach ofin connection with, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19)any of those Sections. Notwithstanding the qualification by “best knowledge” of certain warranties provided by Parent and Seller in Article 4, Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain should Purchaser suffer a loss due to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a Seller’s breach of Section 2.19)these qualified warranties, it being understood Seller’s indemnification obligation shall be considered by the parties hereto as if such qualifications were not made and agreed that the exclusive remedy Parent and Seller each agree not to assert its lack of each knowledge as a defense to any action or claim made by Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5NLSI.

Indemnification by Parent and Seller. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 8.59.2(b)), Parent and Seller agree, shall jointly and severallyseverally indemnify, defend and hold the Purchaser Indemnified Parties harmless from and against any and all Losses directly or indirectly based upon, arising out of, resulting from or relating to: (i) any breach of any representation or warranty of Parent or Seller contained in this Agreement or the Ancillary Agreements; (ii) any breach of any agreement, covenant or obligation of Parent or Seller set forth in this Agreement or the Ancillary Agreements; (iii) the Retained Liabilities; and (iv) claims under bulk transfer laws. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent and Seller’s obligation to indemnify, defend and hold the Purchaser Indemnified Parties harmless Purchasershall be limited as follows: (i) No amounts of indemnity shall be payable pursuant to this Section 9.2(a)(i) (other than amounts payable as a result of a breach of the representations and warranties contained in Section 4.16 (Environmental Matters), its AffiliatesSection 4.24 (Tax Matters), and their respective directorsany amount Seller is liable for pursuant to Sections 7.1 and 7.2), officersexcept in the event of fraud, employees unless and agents (each, a “until the aggregate of all Losses suffered by Purchaser Indemnified PartyParties shall exceed $50,000 in the aggregate (the “Loss Threshold”), and then from and against any and the first dollar to the full extent of such Losses. (ii) In no event shall the aggregate amount of indemnity required to be paid by Seller or Parent to all Damages asserted against, relating to, imposed upon, suffered or incurred by any Purchaser Indemnified Parties pursuant to Section 9.2(a)(i) (other than amounts payable as a result of a breach of the foregoing Persons representations and warranties contained in Section 4.16 (Environmental Matters), Section 4.24 (Tax Matters), and any amount Seller is liable for pursuant to Sections 7.1 and 7.2) exceed the aggregate of all payments made by reason Purchaser to Seller pursuant to Sections 2.5, 2.6, 2.7 and 2.8 of or resulting from this Agreement, except in the event of fraud; (aiii) No claim may be asserted nor may any untrue representation of, or breach of warranty by action be commenced against Parent or Seller pursuant to Section 9.2(a) unless written notice of such claim or action is received by Purchaser or Parent describing in any part of this Agreement; (b) any non-fulfillment of any covenant, agreement or undertaking of Parent or Seller in any part of this Agreement; detail the facts and (c) subject circumstances with respect to the immediately following sentence, any Retained Liability; (d) any liability for Taxes resulting from subject matter of such claim or attributable to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending action on or prior to the Closing Datedate on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 9.1, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and (e) either irrespective of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if whether the subject matter of such claim or action shall have occurred before or after such date; (iv) For purposes of computing the claim is based on eventsaggregate amount of claims against Seller, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy amount of each claim by a Purchaser Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller pursuant to Section 9.2(a) shall be limited to, the amount of Losses that remain after (A) deducting therefrom (1) any insurance proceeds and any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, and (2) any Tax benefit realized by a Purchaser Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification, and (B) adding thereto any actions Tax cost realized by a Purchaser Indemnified Party or claims any Affiliate thereof with respect to any payments to be made pursuant to Section 9.2(a) (as determined after the subject matter application of which is based on eventsSection 9.2(b)(ii)(A)(1)). For purposes of this Section 9.2(b)(ii), facts or circumstances that constitute a breach of“Tax benefits” shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or could give rise any successor provision) of any past, present or future deduction, expense, loss, increase in asset basis, credit or refund realized by a Purchaser Indemnified Party or any Affiliate thereof, and “Tax cost” shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any present or future income, gain, loss of deduction, or decrease in asset basis realized by a Purchaser Indemnified Party, or any Affiliate thereof. The amount of the Tax benefits and Tax costs shall be determined by assuming (1) the Purchaser Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to be, in the maximum United States federal income tax bracket, after any deduction reportable with respect to a valid claim payment hereunder, and (2) the effective state and local Income Tax rate, or, as the case may be, corporation tax rate of a breach ofthe Purchaser Indemnified Party or any Affiliate thereof, any as the case may be, is, and will continue to be, its effective rate for the most recent prior taxable year for which such information is available; (v) For the purposes of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the satisfaction of the limitations set forth in Section 9.2, the representations, warranties, covenants and agreements of Section 8.5Parent and Seller in this Agreement and in the Ancillary Agreements shall be read without giving effect to qualifications for materiality or Material Adverse Effect.

Indemnification by Parent and Seller. Subject to Except as limited by Section 8.57.4, from and after the Closing, Parent and Seller agreeSeller, jointly and severally, to shall indemnify, defend and hold harmless PurchaserBuyer, its Affiliates, the Company and the Subsidiary and their respective officers, directors, officersstockholders, members, managers, employees and agents (each, a “Purchaser Buyer Indemnified Party”), ) from and against any and all Damages asserted against, relating to, imposed upon, suffered Losses sustained or incurred by any of the foregoing Persons by reason Buyer Indemnified Party relating to, resulting from, arising out of or resulting from otherwise by virtue of: (a) any untrue representation of, misrepresentation or breach of a representation or warranty made by Parent or Seller in any part of this Agreementhereunder, including under Article 2 and Article 3 hereof; (b) any non-fulfillment of any covenant, agreement compliance with or undertaking of breach by Parent or Seller of any of the covenants or agreements contained in the Transaction Documents to be performed by Parent or Seller at any part of this Agreementtime; and (c) subject to all Taxes (or the immediately following sentence, nonpayment thereof) of the Company and the Subsidiary for any Retained LiabilityPre-Closing Tax Period and the pre-Closing portion of any Straddle Period (computed in the manner set forth in Section 8.1(c)(ii)); (d) all Taxes of any liability for Taxes resulting from member of an affiliated, combined or attributable to unitary group of which the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of Company and the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (Subsidiary is or portions thereof) ending was a member on or prior to the Closing Date, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, provincial, territorial or foreign law; (e) either any and all Taxes of any Person (other than the matters described Company and the Subsidiary) imposed on Schedule 8.2. No claim for indemnity can be brought against the Company or the Subsidiary as a transferee or successor, by Contract or pursuant to any Rule, which Taxes relate to an event or transaction occurring on or before the Closing Date; (f) any Seller under clause Conversion Expenses, Seller Transaction Expenses and Indebtedness (cother than Continuing Indebtedness) not paid on or prior to Closing; and (g) any obligations arising out of this Section 8.2 if any guaranty by the subject matter Company or the Subsidiary of the claim is based on events, facts any contractual or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5other obligations owed by Strong Digital.

Indemnification by Parent and Seller. Subject to Section 8.5the limits set forth in this Article 11, Parent and Seller agreeSeller, jointly and severally, agree to indemnify, defend and hold harmless Purchaser and each of Purchaser's shareholders, its Affiliates, and their respective directorsaffiliates, officers, employees directors, employees, agents, successors and agents assigns (each, a “Purchaser and such persons are hereinafter collectively referred to as "Purchaser's Indemnified Party”Persons"), harmless from and against any and all Damages asserted againstloss, relating liability, damage or deficiency (including interest, penalties, costs of preparation and investigation, and reasonable attorneys' fees) (collectively "Losses") that Purchaser's Indemnified Persons may suffer, sustain, incur or become subject to, imposed upon, suffered or incurred by any of the foregoing Persons by reason arising out of or resulting from due to: (a) any untrue inaccuracy of any representation of, or breach of warranty by Parent or and/or Seller in any part of this Agreement; (b) the material breach of any warranty of Parent and/or Seller in this Agreement; (c) the non-fulfillment of any covenant, undertaking, agreement or undertaking other obligation of Parent or and/or Seller in any part of under this Agreement; and (c) subject to the immediately following sentence, any Retained Liability; (d) any liability for Taxes resulting from noncompliance by Parent and/or Seller with bulk sales laws or attributable similar laws which may be applicable to the Pre-Closing Transactions and any liability for Taxes attributable to Seller sale or either transfer of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (Purchased Assets; or portions thereof) ending on or prior to the Closing Date, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and (e) either any Excluded Liability. Parent and Seller shall have no liability for indemnification or otherwise with respect to claims under this Section 11.1 or otherwise related to this transaction until the total of all Losses with respect to such matters, net of any reduction pursuant to Section 11.5, exceeds Four Hundred Fifty Thousand Dollars ($450,000) and then only for the amount by which such Losses, net of any reduction pursuant to Section 11.5, exceed Four Hundred Fifty Thousand Dollars ($450,000), and do not exceed, in the aggregate, an amount equal to the amount of gross receivables of the matters described Accounts as set forth on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on eventsSeller's September 30, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of2003 balance sheet, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter copy of which is based on events, facts Seller shall deliver to Purchaser at the Closing or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5as soon as practicable thereafter.

Indemnification by Parent and Seller. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 8.59.2(b)), Parent and Seller agree, shall jointly and severallyseverally indemnify, defend and hold the Purchaser Indemnified Parties harmless from and against any and all Losses directly or indirectly based upon, arising out of, resulting from or relating to: (i) any breach of any representation or warranty of Parent or Seller contained in this Agreement or the Ancillary Agreements; (ii) any breach of any agreement, covenant or obligation of Parent or Seller set forth in this Agreement or the Ancillary Agreements; (iii) the Retained Liabilities; and (iv) claims under bulk transfer laws. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent and Seller's obligation to indemnify, defend and hold the Purchaser Indemnified Parties harmless Purchasershall be limited as follows: (i) No amounts of indemnity shall be payable pursuant to this Section 9.2(a)(i) (other than amounts payable as a result of a breach of the representations and warranties contained in Section 4.16 (Environmental Matters), its AffiliatesSection 4.24 (Tax Matters), and their respective directorsany amount Seller is liable for pursuant to Sections 7.1 and 7.2), officersexcept in the event of fraud, employees unless and agents (each, a “until the aggregate of all Losses suffered by Purchaser Indemnified Party”Parties shall exceed $50,000 in the aggregate (the "Loss Threshold"), and then from and against any and the first dollar to the full extent of such Losses. (ii) In no event shall the aggregate amount of indemnity required to be paid by Seller or Parent to all Damages asserted against, relating to, imposed upon, suffered or incurred by any Purchaser Indemnified Parties pursuant to Section 9.2(a)(i) (other than amounts payable as a result of a breach of the foregoing Persons representations and warranties contained in Section 4.16 (Environmental Matters), Section 4.24 (Tax Matters), and any amount Seller is liable for pursuant to Sections 7.1 and 7.2) exceed the aggregate of all payments made by reason Purchaser to Seller pursuant to Sections 2.5, 2.6, 2.7 and 2.8 of or resulting from this Agreement, except in the event of fraud; (aiii) No claim may be asserted nor may any untrue representation of, or breach of warranty by action be commenced against Parent or Seller pursuant to Section 9.2(a) unless written notice of such claim or action is received by Purchaser or Parent describing in any part of this Agreement; (b) any non-fulfillment of any covenant, agreement or undertaking of Parent or Seller in any part of this Agreement; detail the facts and (c) subject circumstances with respect to the immediately following sentence, any Retained Liability; (d) any liability for Taxes resulting from subject matter of such claim or attributable to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending action on or prior to the Closing Datedate on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 9.1, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and (e) either irrespective of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if whether the subject matter of such claim or action shall have occurred before or after such date; (iv) For purposes of computing the claim is based on eventsaggregate amount of claims against Seller, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy amount of each claim by a Purchaser Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller pursuant to Section 9.2(a) shall be limited to, the amount of Losses that remain after (A) deducting therefrom (1) any insurance proceeds and any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, and (2) any Tax benefit realized by a Purchaser Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification, and (B) adding thereto any actions Tax cost realized by a Purchaser Indemnified Party or claims any Affiliate thereof with respect to any payments to be made pursuant to Section 9.2(a) (as determined after the subject matter application of which is based on eventsSection 9.2(b)(ii)(A)(1)). For purposes of this Section 9.2(b)(ii), facts or circumstances that constitute a breach of"Tax benefits" shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or could give rise any successor provision) of any past, present or future deduction, expense, loss, increase in asset basis, credit or refund realized by a Purchaser Indemnified Party or any Affiliate thereof, and "Tax cost" shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any present or future income, gain, loss of deduction, or decrease in asset basis realized by a Purchaser Indemnified Party, or any Affiliate thereof. The amount of the Tax benefits and Tax costs shall be determined by assuming (1) the Purchaser Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to be, in the maximum United States federal income tax bracket, after any deduction reportable with respect to a valid claim payment hereunder, and (2) the effective state and local Income Tax rate, or, as the case may be, corporation tax rate of a breach ofthe Purchaser Indemnified Party or any Affiliate thereof, any of as the case may be, is, and will continue to be, its effective rate for the most recent prior taxable year for which such representations or warranties information is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5.available;

Indemnification by Parent and Seller. Subject to Section 8.5, Parent and Seller agree, hereby jointly and severally, severally agree to indemnify, defend indemnify and hold harmless Purchaser, its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”), each "Buyer Group Member" from and against any and all Damages asserted against, relating to, imposed upon, suffered or Losses and Expenses incurred by any of the foregoing Persons by reason of such Buyer Group Member in connection with or resulting from arising from: (a) any untrue representation of, or breach of warranty by Parent or Seller of any of its covenants in this Agreement or in any part of this Seller Ancillary Agreement; ; (b) any non-fulfillment of any covenant, agreement or undertaking failure of Parent or Seller to perform any of its obligations in this Agreement or in any part of this Seller Ancillary Agreement; and ; (c) subject any breach of any warranty or the inaccuracy of any representation of Parent or Seller contained or referred to the immediately following sentence, in this Agreement or any Retained Liability; certificate delivered by or on behalf of Parent or Seller pursuant hereto; (d) any liability for Taxes resulting from Excluded Liability; or (e) the failure of Parent and/or Seller to comply with any applicable bulk sales law, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities and no indemnification is made by Seller or attributable Parent with respect to the Pre-Closing Transactions Assumed Liabilities; PROVIDED, HOWEVER, that Parent and any liability for Taxes attributable Seller shall be required to Seller or either indemnify and hold harmless under this SECTION 11.1 with respect to Loss and Expense incurred by Buyer Group Members as a result of the Subsidiaries inaccuracy of any representation or warranty contained in Article V (other than the representations and warranties contained in SECTIONS 5.1, 5.2, 5.8 and 5.15, as to which this proviso shall have no effect) only to the extent that the aggregate amount of such Loss and Expense exceeds $150,000; PROVIDED, FURTHER, that the reimbursement and indemnification obligations of Parent and Seller under this SECTION 11.1 (other than with Income Taxes respect to Excluded Liabilities) shall be limited to $5,000,000. The indemnification provided for in this SECTION 11.1 shall terminate on December 31, 1998 (and no claims shall be made by any Buyer Group Member under this SECTION 11.1 thereafter), except that the indemnification by Parent and Seller shall continue as to: (A) the representations and warranties contained in SECTIONS 5.2, 5.8 and 5.15 and the covenants of either Seller set forth in SECTIONS 3.5, 8.1, 8.5, 8.6, 8.7, 11.1(d), 13.2, 13.6, 13.10 and 13.13, as to all of which no time limitation shall apply; (B) the covenants set forth in SECTION 8.3 and 8.4, each of which shall terminate upon expiration of the Subsidiaries meaning Income Taxes arising after application applicable statute of limitations for claims relating to the relevant NOL Thresholdcovenants set forth therein; and (C) for Taxable periods (any Loss or portions thereof) ending Expense of which any Buyer Group Member has notified Seller in accordance with the requirements of SECTION 11.3 on or prior to the Closing Datedate such indemnification would otherwise terminate in accordance with this SECTION 11.1, other than Taxes reflected in as to which the Final Subsidiary Closing Balance Sheet obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this ARTICLE XI, and (e) either of Seller shall have reimbursed all Buyer Group Members for the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any full amount of such representations or warranties is a claim for indemnification under Section 8.2(a) Loss and such actions or claims will be subject to the limitations of Section 8.5Expense in accordance with this ARTICLE XI.

Indemnification by Parent and Seller. Subject to Section 8.5, (a) Parent and Seller agree, jointly and severallyseverally agree to indemnify in full Buyer and its officers, to indemnifydirectors, defend employees, agents and Affiliates (collectively, for purposes of this Article IX only, “Buyer”) and hold it harmless Purchaseragainst any Loss, its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”whether or not actually incurred prior to the applicable date referred to in Section 8.1(a), from and against any and all Damages asserted againstarising from, relating to, imposed upon, suffered to or incurred by constituting (i) any breach or inaccuracy in any of the foregoing Persons by reason of or resulting from (a) any untrue representation of, or breach of warranty by Parent or Seller in any part of this Agreement; (b) any non-fulfillment of any covenant, agreement or undertaking representations and warranties of Parent or Seller contained in this Agreement or in the Disclosure Schedule (any part such breach or inaccuracy determined without regard to any qualification for “materiality,” “in all material respects” or similar qualifications), (ii) any breach of any of the agreements of any Parent or Seller contained in this Agreement; and , (ciii) subject to the immediately following sentence, any Retained Liability; , (div) any severance liability for Taxes resulting from or attributable other liability to the Pre-Closing Transactions and any liability for Taxes attributable to Seller employee terminated in accordance with Article VII or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes otherwise arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing DateDate or after the Closing Date to the extent such employee is not a Business Employee retained by Buyer, other than Taxes reflected in (v) Environmental Laws, (vi) Taxes, (vii) any Encumbrance on the Final Subsidiary Closing Balance Sheet Assets, (viii) any Liability resulting from the operation of the business of Seller prior to the Effective Time; (ix) the failure of Buyer to receive good and marketable title to all of Assets; (x) the failure of the Parent or Seller to comply with bulk sales laws; (xi) the failure to obtain any consent, approval, acknowledgment or waiver; (xii) any Transfer Taxes, and (exiii) either of the matters described any matter disclosed on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws)8.1, (but only those provisions of Section 2.15 that do not pertain to Tax Lawscollectively, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19“Buyer Losses”), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is . (b) If Buyer has a claim for indemnification under this Section 8.2(a8.1, Buyer will deliver to Parent one or more written notices of Buyer Losses prior to the second anniversary of the Closing Date, except (i) for Buyer Losses arising from a breach or inaccuracy in the representations and warranties made in Sections 4.12, 4.17, 4.18 or 4.21, for which Buyer will deliver written notice of Buyer Losses prior to six months after the expiration of the applicable statute of limitations and , and (ii) Buyer Losses arising from breach of any agreement made by Parent or Seller herein, for which Buyer shall deliver written notice within three years of the expiration of the obligation created by such agreement. Parent will have no liability under this Section 8.1 unless the written notices required by the preceding sentence are given in a timely manner. Any written notice will state in reasonable detail the basis for such Buyer Losses to the extent then known by Buyer and the nature of the Buyer Loss for which indemnification is sought, and it may state the amount of the Buyer Loss claimed. If such written notice (or an amended notice) states the amount of the Buyer Loss claimed and Parent notifies Buyer that Parent does not dispute the claim described in such notice or fails to notify Buyer within 20 business days after delivery of such notice by Buyer whether Parent disputes the claim described in such notice, the Buyer Loss in the amount specified in Buyer’s notice will be admitted by Parent, and Parent will pay the amount of such Buyer Loss to Buyer. If Parent has timely disputed the liability of Parent with respect to such claim, Parent and Buyer will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not state the amount of the Buyer Loss claimed, such omission will not preclude Buyer from recovering from Parent the amount of the Buyer Loss with respect to the claim described in such notice if any such amount is promptly provided after it is determined. In order to assert its right to indemnification under this Article X, Buyer will not be required to provide any notice except as provided in this Section 8.1. (c) Parent will pay the amount of any Buyer Loss to Buyer within 10 days following the determination of Parent’s liability for and the amount of a Buyer Loss (whether such determination is made pursuant to the procedures set forth in this Section 8.1, by agreement between Buyer and Parent, by arbitration award or by final adjudication). (d) Buyer may elect to recoup all or any part of any Buyer Losses it suffers (in lieu of seeking any indemnification to which it is entitled under this Section 8.1) by notifying Parent of such election and offsetting such Buyer Losses against any obligation of Buyer or the Seller to Parent, including any obligation for purchase of product, of Buyer to Parent. (e) Parent shall not be liable to Buyer for indemnification pursuant to Section 8.1(a)(i) until Buyer Losses in connection therewith exceed $50,000 (the “Basket Amount"), in which case Parent shall be obligated to indemnify Buyer for the full amount of such Buyer Losses including the Basket Amount. The maximum amount of liability for which Parent shall be obligated to indemnify Buyer pursuant to Section 8.1(a)(i) shall not exceed the Purchase Price (the “Cap"). Notwithstanding the foregoing, in the event of a failure of the Parent and Seller to obtain a full release of the Permitted Encumbrances within 14 days of the Closing as required by Section 6.1, Buyer may obtain such release by paying the full amount of the Secured Obligations and such actions or claims will payment shall constitute a Buyer Loss that shall be subject to indemnification without limitation as to the limitations of Section 8.5Basket Amount.

Indemnification by Parent and Seller. Subject to Section 8.5, Parent and Seller agree, jointly and severally, severally agree to indemnify, defend and hold harmless Purchaser, each of the Purchaser and its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”), from and Affiliates against any and all Damages asserted against, Losses relating to, imposed upon, suffered to or incurred by any of the foregoing Persons by reason of or resulting from arising out of: (a) any untrue representation of, or breach of any representation or warranty made by Parent or Seller in this Agreement or any part of document delivered to Purchaser at the Closing pursuant to this Agreement; , provided, however, that neither Parent nor Seller shall have any liability under this Section 6.2(a) with respect to breaches of such representations and warranties until the Losses arising out of such breaches equal or exceed $100,000 (the "THRESHOLD") in the aggregate, at which point Purchaser shall be entitled to recover all Losses in full for all breaches of representations and warranties, provided, further, that no Loss which is less than $5,000 shall be considered in determining whether the Threshold has been met, provided, further, that (i) Losses arising out of any breaches of the representations and warranties set forth at Sections 3.6, 3.17, and 3.19 hereof shall be fully indemnified and not subject to the Threshold except that no Loss under Section 3.19 shall be indemnified to the extent that the amount of such Loss is $1,000 or less, and (ii) Seller shall have no indemnification obligation pursuant to this Section 6.2(a) for Losses in excess of $2 million in the aggregate, provided that the foregoing limitation shall not apply to Losses arising out of any breaches of the representations and warranties set forth at Sections 3.6, 3.17 and 3.19 hereof; (b) any non-fulfillment breach of any covenant, agreement or undertaking of covenant made by Parent or Seller in this Agreement or any part of document delivered to Purchaser at the Closing pursuant to this Agreement; and ; (c) subject the bulk sales Laws of any jurisdiction applicable to the immediately following sentencetransactions contemplated herein, and any Retained Liability; Laws of any jurisdiction imposing liability on Purchaser for Seller's Taxes, including the failure to comply with any such Laws; (d) Seller's Liabilities, including any liability for Taxes resulting from or attributable Remedial Action taken by Purchaser with respect to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing Date, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and Seller's Environmental Obligations; and (e) either any damage to any Purchased Assets relating to the removal of any Excluded Assets from the matters described on Schedule 8.2. No Leased Premises. (f) any Loss or claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise relates to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5Seller's Liabilities.

Indemnification by Parent and Seller. Subject to Section 8.5(a) From and after the Closing, Parent and Seller agree, agree to jointly and severally, to indemnify, defend severally indemnify and hold harmless Purchaser, its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”), each Buyer Group Member from and against any and all Damages asserted against, relating to, imposed upon, suffered or Losses and Expenses incurred by any of the foregoing Persons by reason of such Buyer Group Member in connection with or resulting from arising from: (ai) (A) any untrue representation of, breach or breach of warranty failure by Parent or Seller to perform any of their respective covenants or obligations contained in any part of this Agreement; , (bB) any nonbreach or failure by the Company to perform any covenant or agreement of the Company contained in this Agreement that is required to be performed by it at or prior to the Closing, or (C) any breach or failure by Parent or Seller to perform any of their respective covenants or obligations contained in the applicable Seller Non-fulfillment Competition Agreement; (ii) any inaccuracy or breach of any covenant, agreement representation or undertaking warranty of Parent or Seller contained in any part Article IV of this Agreement; , without regard, other than with respect to Section 4.21 and to the definition of “Material Contract” for purposes of Section 4.12(a), to any “materiality,” “Material Adverse Effect,” or other similar qualifiers contained in any such representation or warranty, (c) as modified by the Schedules including, subject to the immediately following sentenceterms and conditions of Section 6.2, any Retained Liability; Updated Schedules delivered to Buyer pursuant to Section 6.2) or in the certificate(s) delivered by or on behalf of Parent, Seller and the Company pursuant to Section 8.1(c); (diii) any liability for Taxes resulting from or attributable that Seller has agreed to pay pursuant to Section 7.1(a); and (iv) the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing DateRetained Liabilities. provided, however, that, other than Taxes reflected with respect to Seller Fundamental Representations and the representations and warranties in the Final Subsidiary Closing Balance Sheet Section 4.11 (Tax Matters), inaccuracies or breaches of which shall be subject to indemnification without limitation, Seller and (e) either of the matters described on Schedule 8.2. No claim for indemnity can Parent shall be brought against Seller required to indemnify and hold harmless Buyer Group Members under clause (cii) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise 10.1(a) with respect to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but Losses and Expenses incurred by Buyer Group Members only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5.extent that:

Indemnification by Parent and Seller. Subject to Section 8.5the terms and conditions of this Agreement, effective as of the Closing Date, Parent and Seller agreeshall, jointly and severally, to indemnify, defend and hold harmless Purchaserand defend Buyer, its Affiliatesany Subsidiaries and Affiliates of Buyer and any partners, and their respective members, manager, directors, shareholders, officers, employees employees, attorneys, agents, contractors, consultants and agents representatives of Buyer or any Subsidiary or Affiliate of Buyer, and, at the Buyer's request, the Company and/or its Subsidiaries, and the successors, transferees and assigns of any thereof (eachcollectively, a “Purchaser Indemnified Party”the "BUYER INDEMNIFIED PERSONS"), from and against against, and shall reimburse them for, any and all Damages asserted against, relating to, imposed upon, suffered Indemnified Liabilities related to or incurred by any of the foregoing Persons by reason of or resulting arising from (ai) any untrue breach of any representation or warranty of, or breach of warranty by Parent any misstatement or omission by, Parent, Seller or the Company in any part of this Agreement; (b) any non-fulfillment of any covenant, agreement or undertaking of Parent or Seller in any part of this Agreement; and (cii) subject any breach of any covenant or agreement of Parent, Seller or the Company in this Agreement; and (iii) any Liability incurred by any Buyer Indemnified Person pursuant to the immediately following sentence, any Retained Liabilityprovisions of Section 9.01 hereof or Section 5.7 of the Merger Agreement; and (div) any liability Liability incurred by any Buyer Indemnified Person for any Taxes resulting from or attributable to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Company and its Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) respect to any Tax year ending on or prior before the Closing Date or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending after the Closing DateDate in either case as allocated pursuant to Section 9.06(c) (and regardless of whether or not such Taxes are reflected on the December 31 Unaudited Company Balance Sheet, other than Taxes reflected in the Final Subsidiary 1999 Balance Sheet, the Closing Balance Sheet or the books and (e) either records of the matters described on Schedule 8.2Company and its Subsidiaries). No claim for indemnity can be brought against Anything in this Section 11.01(c) to the contrary notwithstanding, Parent and Seller shall have no obligation to indemnify Buyer or the Company under clause (ci) of this Section 8.2 11.01(c) with respect to (x) the first $750,000 of Indemnified Liabilities, in the aggregate, which are attributable to breaches, misstatements or omissions described in clause (i) or (y) Indemnified Liabilities exceeding $19,750,000, in the aggregate, which are attributable to breaches, misstatements or omissions described in clause (i). Notwithstanding the foregoing, if (1) prior to the subject matter Closing, Seller delivers to Buyer a written notice (which Seller will use reasonable efforts, in light of the claim is based on eventscircumstances, facts or circumstances to deliver at least three business days prior to Closing) which specifically states that also constitute a breach of, or could give rise to a valid claim of a breach of, (A) a representation or and warranty contained in Section 2.11 Article II hereof which was true and correct in all respects at and as of the date of this Agreement has ceased to be true and correct as of the Closing and (Sufficiency of Purchased Assets; Operations of Aesthetics BusinessB) (but only those provisions of Section 2.11 that do not pertain to Tax Lawsas a result, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties there is a claim for indemnification under failure to satisfy the conditions contained in Section 8.2(a6.05 and (2) and such actions or claims will be subject to the limitations of Section 8.5.Buyer elects in

Indemnification by Parent and Seller. Subject (a) From and after the Closing, except as provided in Article X, which shall exclusively govern any claim for indemnification and obligations and procedures related thereto, in each case, with respect to any Losses related to Taxes and subject to the notice requirement and limitations of Section 8.59.2(b) hereof, Parent and Seller agree, jointly and severally, to indemnifyindemnify in full (without duplication) Buyer, defend and hold harmless Purchaser, its Affiliates, the Companies and their respective officers, directors, officersemployees, employees agents and agents subsidiaries (eachcollectively, a “Purchaser the "Buyer Indemnified Party”), Parties") and hold them harmless from and against any claim, demand, loss, liability, obligation, deficiency, action, damage, expense or cost (including, without limitation, interest, penalties, costs of investigation and all Damages asserted againstdefense, relating toand reasonable legal and other professional fees and expenses), imposed uponwhether or not actually incurred or paid prior to the date referred to in Section 9.2(b) and whether or not involving a Third Party Action (as defined in Section 9.5 hereof) (collectively "Losses"), suffered or incurred by which any of the foregoing Persons by reason of Buyer Indemnified Parties may suffer, sustain or resulting become subject to, arising from or relating to (ai) any untrue representation inaccuracy or misrepresentation in or breach of any of the representations and warranties of Parent or Seller contained in this Agreement (other than the representations and warranties in Section 3.12) (including in the Disclosure Schedule or closing certificates delivered or to be delivered by or on behalf of such party pursuant to the terms of this Agreement) (collectively, the "Related Documents"), or (ii) any breach of, or failure to perform, any covenant of the Companies, Parent or Seller contained in this Agreement (other than covenants in Article X) (collectively, the "Buyer Losses"). Notwithstanding the foregoing, no recovery shall be available under this Section 9.2(a) on account of any Loss in respect of which, and to the extent that, a price adjustment was made under Article II. (b) Parent and Seller will be liable to the Buyer Indemnified Parties for any Buyer Loss (i) only if Buyer delivers to Seller a written notice, pursuant to Section 9.4 or 9.5, as applicable, with respect to such Buyer Indemnified Party's claim to be indemnified for such Buyer Losses prior to 18 months of the Closing Date, except for claims arising from a breach of warranty or inaccuracy in the representations and warranties made in Sections 2.2, 2.3 and the first and last sentence of 3.2 or for claims arising from a breach of a covenant the performance of which may or is specified to occur after the expiration of such 18-month period, for which a claim may be brought through the survival period described in Section 9.1, and (ii) (A) except as provided in the following clause (B), only if the aggregate amount of all Buyer Losses exceeds 1% of the Final Closing Purchase Price (the "Basket Amount") or (B) solely in respect of Buyer Losses for which Parent and Seller are liable to the Buyer Indemnified Parties as a result of a breach or inaccuracy of the representations and warranties set forth in Section 3.22 hereof (including, for this purpose, any Buyer Losses related to the sites referred to in Section 3.22(d) of the Disclosure Schedule in excess of $2,000,000) ("Buyer Environmental Losses"), only if the aggregate amount of all such Buyer Environmental Losses exceeds 0.5% of the Final Closing Purchase Price (the "Environmental Basket Amount"), in which case Parent and Seller shall be obligated to indemnify the Buyer Indemnified Parties for the total amount of all such Buyer Losses or Buyer Environmental Losses, as the case may be, in excess of the Basket Amount or Environmental Basket Amount, as applicable; provided, however, that the Basket Amount shall apply only to breaches of or inaccuracies in representations and warranties other than those set forth in Sections 2.2, 2.3 and the first and last sentence of 3.2 hereof and shall not apply to any breaches of any covenants of the Companies or Seller or Parent set forth in this Agreement (except as otherwise provided in Section 10.1(c)); provided further that, for the avoidance of doubt, (x) any amounts paid by Parent or Seller in any part excess of the Environmental Basket Amount in respect to Buyer Environmental Losses shall not be counted for purposes of determining the aggregate amount of Buyer Losses to be applied against the Basket Amount, and (y) the Environmental Basket Amount shall be treated as a subset of the Basket Amount (e.g., if the Environmental Basket Amount has been fully applied against Buyer Environmental Losses, and no other Buyer Losses have been incurred by Buyer, the amount remaining in the Basket Amount would be equal to 0.5% of the Final Closing Purchase Price). Parent's and Seller's aggregate liability in respect of all matters covered by this AgreementSection 9.2 and Section 10.1(c) shall not exceed an amount equal to 25% of the Final Closing Purchase Price (such product, the "Cap"); (b) any provided, however, that such Cap shall not be applicable in the event that a final, non-fulfillment of any covenant, agreement or undertaking of appealable judgment finds that Parent or Seller committed intentional fraud in any part of this Agreement; and (c) subject to connection with the immediately following sentence, any Retained Liability; (d) any liability for Taxes resulting from or attributable to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either breach of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (representations, warranties or portions thereof) ending on or prior to the Closing Date, other than Taxes reflected covenants in the Final Subsidiary Closing Balance Sheet and (e) either of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5question.

Indemnification by Parent and Seller. Subject to Section 8.5the provisions of Sections 7.5 and 7.6, Parent and Seller agreeshall, jointly and severally, to indemnifydefend, defend indemnify and hold harmless PurchaserBuyer, its Affiliates, agents, and their respective directors, officers, employees and agents representatives (each, a “Purchaser Indemnified PartyBuyer Indemnitees”), and any third party claiming by or through any of them, as the case may be, from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by any of the foregoing Persons by reason Losses arising out of or resulting from from: (a) any untrue material inaccuracy of a representation of, or breach of warranty made by Seller or Parent or Seller in any part of this Agreement; Agreement when made; (b) any non-fulfillment material breach of any a covenant, agreement agreement, or undertaking obligation of Parent or Seller in any part of this Agreement; and ; (c) subject the failure to timely pay, satisfy or discharge any of the immediately following sentence, any Retained Liability; Liabilities; (d) any liability credits processed in error against Seller’s settlements or as an adjustment to reserves by LECs or clearinghouses for Taxes resulting from or attributable which Buyer submitted the original billing to the Pre-Closing Transactions LEC or clearinghouse, as applicable; provided, however, that this indemnity shall terminate on the Buyer Escrow Fund Termination Date; and (e) any adjustment to the Purchase Price pursuant to Section 2.3; provided, however, that Buyer acknowledges and agrees that neither Parent nor Seller shall have any liability to any Buyer Indemnitee under any provision of this Agreement for Taxes attributable any Losses to the extent that such Loss relates to action taken by the Buyer, its Affiliates or any other person (other than the Seller or either in breach of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising this Agreement) after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing Date; provided, other than Taxes reflected further, that neither Parent nor Seller will have any liability to Buyer nor will Buyer have any right to indemnification or reimbursement from Parent or Seller for refunds paid to Purchased Subscribers directly by Buyer or its Affiliates related to services provided by Seller prior to Closing unless such specific refund in the Final Subsidiary Closing Balance Sheet approved in advance by Parent in writing. Buyer shall take and (e) either shall cause its Affiliates to take all reasonable steps to mitigate any Losses upon becoming aware of the matters described on Schedule 8.2. No claim for indemnity can any event which would reasonably be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach ofexpected to, or could does, give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.5thereto.

Indemnification by Parent and Seller. Subject to Section 8.5, Parent and Seller agree, jointly and severally, severally agree to indemnify, defend and hold harmless Purchaser, each of the Purchaser and its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”), from and Affiliates against any and all Damages asserted against, Losses relating to, imposed upon, suffered to or incurred by any of the foregoing Persons by reason of or resulting from arising out of: (a) any untrue representation of, or breach of any representation or warranty made by Parent or Seller in any part of this Agreement; provided, however that (i) neither Parent nor Seller shall have any liability under this Section 9.2(a) with respect to breaches of such representations and warranties until the aggregate Losses arising out of such breaches equal or exceed $62,500, at which point Purchaser shall be entitled to recover only the amount of any Losses in excess of $62,500, and (ii) the maximum aggregate liability of Parent and Seller to Purchaser under this Section 9.2(a) shall not exceed the Purchase Price, as adjusted pursuant to this Agreement (except that, the foregoing limitation shall not apply to any breaches of the representations and warranties set forth at Sections 3.1, 3.2, 3.6 (only to the extent related to title) and 3.20); Any indemnity paid under this Section 9.2(a) shall be paid fifty percent (50%) in cash and fifty percent (50%) by reduction of the principal amount of the Subordinated Note; provided, that the aggregate amount paid in cash shall not exceed the total amount of the Purchase Price paid in cash, and any amount that would otherwise be paid in cash but for the operation of this proviso shall instead be paid by an additional reduction of the principal amount of the Subordinated Note; (b) any non-fulfillment breach of any covenant, agreement or undertaking of covenant made by Parent or Seller in this Agreement or any part other document set forth in Article VI of this Agreement; and ; (c) subject the bulk sales Laws of any jurisdiction applicable to the immediately following sentencetransactions contemplated herein, any Retained Liability; including the failure to comply with such Laws, except with respect to Assumed Liabilities; (d) Retained Liabilities, including, without limitation, any liability to another Person for Taxes resulting which Purchaser has been found liable which would constitute a Retained Liability. No limitation on Purchaser's right to indemnification with respect to any Retained Liability shall be implied from the fact that the matters giving rise to such Retained Liability may also have given rise to a breach of a representation or attributable warranty; and (e) product liability claims and warranty claims for which Seller is responsible pursuant to Section 5.5. Notwithstanding the other provisions of this Section 9.2, Purchaser shall not be entitled to any recovery under this Section 9.2 in respect of any Loss if, and only to the Pre-Closing Transactions and any liability for Taxes attributable extent that, the condition or event giving rise to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing Date, other than Taxes such Loss is reflected in the Final Subsidiary Closing Balance Sheet and (e) either of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim calculation of a breach of, a representation Purchase Price Adjustment pursuant to Section 2.6(e) or warranty contained in recovery is made pursuant to Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or claims will be subject to the limitations of Section 8.52.9.