Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. From and after the Closing, subject to the other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration.

Indemnification by Stockholders. From Subject to the other provisions of this ARTICLE 9, from and after the Closing, subject to the other terms and conditions of this Article IX, Stockholders (the Stockholders“Stockholders Indemnifying Party”), severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements)jointly, shall indemnify JAC, and defend each of Parent and its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (including the Company Entities“JAC Indemnified Parties”) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall reimburse and pay and reimburse each of them foras actually incurred with respect to, any and all Losses incurred losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or sustained bypaid by them (collectively, or imposed upon, “Losses”) as a result and to the Parent Indemnitees based upon, extent arising out of, with respect to or by reason of: : (ai) any inaccuracy in or breach of any of the representations or warranties of by the Company or any Stockholder; and (ii) any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement or in any certificate or instrument delivered that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by or the JAC Representative on behalf of JAC and the Company, JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the Stockholder Representative or any Stockholder aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this Agreement; ARTICLE 9 exceeds $1,000,000 (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing“Basket”), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to and once this Agreement or in any certificate or instrument delivered by or on behalf of the Companythreshold has been exceeded, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such Person’s rights with respect obligations, subject to the Total Merger Consideration, or the calculations and determinations limitations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration9.3 hereof.

Indemnification by Stockholders. From and after the ClosingIn connection with any registration statement in which a Stockholder is participating, subject each such Stockholder shall furnish to the other terms Company in writing such information and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance affidavits with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific respect to such Stockholder as the Company reasonably requests for use in breach or default of connection with any such representationsregistration statement or prospectus and agrees to indemnify, warrantiesto the fullest extent permitted by law, covenants or agreements)the Company, shall indemnify its officers, directors and defend agents and each of Parent and its Affiliates (including person, if any, who controls the Company Entities(within the meaning of the Securities Act) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred losses, claims, damages, and liabilities resulting from any untrue or sustained byalleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in any registration statement, prospectus or imposed uponpreliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the Parent Indemnitees based uponcircumstances under which they were made) not misleading, arising out ofto the extent that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in any such prospectus or preliminary prospectus; provided, however, that the liability of such Stockholder shall not exceed the net proceeds received by reason of: (a) such Stockholder from the sale of its Registrable Securities. Each Stockholder also shall indemnify any inaccuracy in or breach of any underwriters of the representations or warranties Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of Securities Act) to the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights same extent as provided above with respect to the Total Merger Considerationindemnification of the Company; provided, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder however, that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid shall be limited to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what net proceeds received by such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by Stockholder from the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any sale of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationRegistrable Securities.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXVIII, the Stockholders, Stockholders severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company EntitiesCompany) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder Company pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), or any Ancillary Document as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement (other than to the extent that any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI is subject to a remedy set forth therein, in which case it is understood that the sole remedy for any certificate such breach, violation or instrument delivered by or on behalf of the Company, the Stockholder Representative failure shall be such remedy set forth in Article VI) or any Stockholder pursuant to this AgreementAncillary Document; (c) any claim made by any Stockholder Stockholder, Optionholder or Convertible Note Holder relating to (i) such Person’s rights with respect to the Total Merger Consideration, or (ii) the calculations and determinations set forth on the Consideration Spreadsheet Spreadsheet, or (and any allocations iii) the Amended Information Package (excluding the publicly available Parent information included in respect thereofsuch materials); (d) the PPP Loans, including (a) any claims Losses arising out of any Stockholder under or relating to the Stockholders Agreement or any claims of any Stockholder that PPP Loans, the appointment of PPP Loan Applications, the Stockholder RepresentativePPP Forgiveness Applications, or any indemnification other application or certification submitted in connection with the PPP Loans and (b) any audit or other obligations Legal Proceeding arising out of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholderrelating to the PPP Loans; (e) except for any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, related thereto that are included in excess the Closing Liabilities in the calculation of what such holders would have received hereunder had such holders not been holders of Dissenting Sharesthe Closing Net Liability, plus the Loan Authorization and Agreement for an Economic Injury Disaster Loan dated June 10, 2020 (SBA Loan # 1343947905) between the Company and the SBA (the “EIDL Loan”), the application therefore and any reasonable expenses incurred by the Parent Indemnitees audit or Legal Proceeding arising out of the exercise of such appraisal or dissenters’ rightsapplication and loan; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the ClosingClosing and to the extent not included as a Closing Liability in the calculation of Closing Net Liability, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted included as a Closing Liability in the determination calculation of Closing Merger ConsiderationNet Liability; or (g) any claims or actions by any Stockholder, Optionholder or Convertible Note Holder that does not sign and deliver to Parent a Letter of Transmittal on or before the Closing.

Indemnification by Stockholders. From Each Stockholder, as a condition ------------------------------- to including Registrable Securities in any registration statement filed pursuant to Section 1.1 or Section 1.2, shall, and after the Closinghereby does agree to, subject to the full extent permitted by law, indemnify and hold harmless the Company, its directors and officers and each other terms Person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and conditions in conformity with written information furnished to the Company by such Stockholder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus amendment or supplement, provided, that the obligation to provide indemnification pursuant to -------- this Article IXSection 1.8 (b) shall be several, the Stockholders, severally and not jointly (in accordance with their Pro Rata Sharesjoint and several among such parties obligated to provide indemnity pursuant to this Section 1.8(b), provided that, notwithstanding anything and the aggregate amount which may be recovered from any Stockholder pursuant to the contrary set forth herein or indemnification provided for in this Section 1.8(b) in connection with any Ancillary Document, for all breaches or defaults registration and sale of Registrable Securities shall be limited to the total proceeds received by such Stock- holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered investigation made by or on behalf of the Company, the Stockholder Representative Company or any such director, officer or participating or controlling Person and shall survive the transfer of such securities by such Stockholder pursuant to and termination of this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration.

Indemnification by Stockholders. From Subject to Section 10(c), Stockholders shall, jointly and severally, indemnify, defend and hold Parent, its Affiliates and their respective officers, directors, employees and agents harmless from and against the entirety of any Adverse Consequences Parent may suffer, sustain or become subject to, through and after the Closingdate of the claim for indemnification, subject including any Adverse Consequences Parent may suffer after the end of the Survival Period with respect to the other terms and conditions of this Article IX, the Stockholders, severally and not jointly claims made within such period (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the "Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreementsIndemnifiable Losses"), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based uponresulting from, arising out of, with respect to relating to, in the nature of, or by reason of: caused by: (ai) any breach or inaccuracy in or breach of any representation or warranty of the representations or warranties of the Company contained Stockholders set forth in this Agreement or in any certificate the Stockholders Disclosure Schedule, Exhibits or instrument certificates delivered by them in connection herewith and specifically excluding all Liabilities arising from matters set forth in Stockholders Disclosure Schedule ; (ii) any nonfulfillment or breach of any covenant or agreement on behalf the part of Stockholders set forth in this Agreement; (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to acquire any capital stock of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, extent such ownership interest or the calculations and determinations rights are not set forth on Schedule 5(g) of the Consideration Spreadsheet Stockholders Disclosure Schedule; (and any allocations in respect thereof); (div) any claims of by third parties made against the Company or Parent after the Closing Date arising from or relating to any Stockholder under the Stockholders Agreement action, inaction, event, occurrence or any claims of any Stockholder that the appointment of the Stockholder Representative, circumstance occurring or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid existing prior to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid provided for in the Most Recent Balance Sheet; and (v) costs and expense of defending any action, demand or claim by any third-party against or affecting Parent which, if true or successful, would give rise to a breach of representations, warranties or covenants of Stockholders, even if such action, demand or claim ultimately proves to be untrue or unfounded. A Shareholder's indemnification obligation may be satisfied by tendering cash or shares of Parent Common Stock valued at the Company at or prior to closing price of Parent Common Stock on the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Considerationdate tendered.

Indemnification by Stockholders. From and after Regardless of any pre-Closing investigations, examinations or prior knowledge of Buyer or due diligence conducted by it or disclosure by Company or the Closing, subject to the other terms and conditions of this Article IXStockholders, the Stockholders, severally and not jointly (in accordance and severally, hereby agree to indemnify and hold Buyer and its affiliates, together with their Pro Rata Sharesrespective directors, provided thatofficers, notwithstanding anything employees, managers, agents, advisors, and transferees, harmless from, against and with respect to the contrary set forth herein any and all demands, claims, actions or in any Ancillary Documentcauses of action, for all breaches assessments, liabilities, losses, costs, damages, penalties, charges or defaults of any individual Stockholder’s representationsexpenses, warrantiesincluding without limitation interest, covenants or agreementspenalties and reasonable counsel and accountants' fees, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify disbursements and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives expenses (collectively, the “Parent Indemnitees”"LOSSES") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: related to: (a) any inaccuracy in or breach of any of representation, warranty, covenant or agreement made by Company or the representations or warranties of the Company contained Stockholders in this Agreement Agreement, including the Schedules and exhibits hereto or in any certificate other document or instrument agreement delivered by or on behalf of Company or the CompanyStockholders in connection therewith, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) without limiting the foregoing in paragraph (a) of this Section 8.2 above, any breachLosses of Buyer or its affiliates that arise with respect to or relate to any period(s) from the date of this Agreement through and immediately before the Closing in connection with Company's acts or omissions or the operation of the Business (without 32 37 limiting the other provisions of this Section 8.2, violation other than Losses that arise as a result of the performance by Company and Stockholders of their obligations under Article IV of this Agreement during such period or non-fulfillment that are described in clause (i) of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closingdefinition of Excluded Losses), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, cancellation or termination of or the calculations and determinations set forth on lack of performance under the Consideration Spreadsheet Fre▇▇▇▇ ▇▇c Agreement (and any allocations in respect thereofthe "FRE▇▇▇▇ ▇▇C INDEMNITY"); , (d) any claims of any Stockholder under the Stockholders Experian Agreement or any claims of any Stockholder that (the appointment of the Stockholder Representative"EXPERIAN INDEMNITY"), or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of stockholders for each Dissenting Shares, including any interest required to be paid thereon, that are Share in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of Closing Date Consideration Per Share Amount (the exercise of such appraisal "DISSENTING SHARES INDEMNITY") or dissenters’ rights; (f) any amounts paid Losses of Buyer of its affiliates that arise with respect to claims or actions by third parties against Buyer, its affiliates or Surviving Corporation relating to the inability of Surviving Corporation to provide to such third party any 3-bureau merged report product or service required to be paid by Parent or provided pursuant to any agreement between Company and such third party. Except as otherwise provided herein, the liability of its Affiliates each Stockholder under this Section 8.2 shall not exceed thirty percent (including 30%) of the Surviving Corporation) the value of the consideration payable to such Stockholder pursuant to Section 5.09; or 1.4 above or fifty percent (g50%) any Transaction Expenses or Closing Indebtedness of the value of the consideration payable to such Stockholder pursuant to Section 1.4 above, as the case may be, consistent with the percentages set forth in Section 8.1(c) above, plus a fraction of the consideration payable to the extent not paid or satisfied other stockholders of Company pursuant to Section 1.4 above, the numerator of which is the total number of shares of Company Capital Stock held by such Stockholder, and the denominator of which is the total number of shares of Company at or prior to the Closing, or if paid Capital Stock held by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Considerationall Stockholders.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXVIII, the Stockholders, Stockholders severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company EntitiesCompany) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder Company pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), or any Ancillary Document as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement (other than to the extent that any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI is subject to a remedy set forth therein, in which case it is understood that the sole remedy for any certificate such breach, violation or instrument delivered by or on behalf of the Company, the Stockholder Representative failure shall be such remedy set forth in Article VI) or any Stockholder pursuant to this AgreementAncillary Document; (c) any claim made by any Stockholder Stockholder, Optionholder or Convertible Note Holder relating to (i) such Person’s rights with respect to the Total Merger Consideration, or (ii) the calculations and determinations set forth on the Consideration Spreadsheet Spreadsheet, or (and any allocations iii) the Information Package (excluding the publicly available Parent information included in respect thereofsuch materials); (d) the PPP Loans, including (a) any claims Losses arising out of any Stockholder under or relating to the Stockholders Agreement or any claims of any Stockholder that PPP Loans, the appointment of PPP Loan Applications, the Stockholder RepresentativePPP Forgiveness Applications, or any indemnification other application or certification submitted in connection with the PPP Loans and (b) any audit or other obligations Legal Proceeding arising out of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholderrelating to the PPP Loans; (e) except for any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, related thereto that are included in excess the Closing Liabilities in the calculation of what such holders would have received hereunder had such holders not been holders of Dissenting Sharesthe Closing Net Liability, plus the Loan Authorization and Agreement for an Economic Injury Disaster Loan dated June 10, 2020 (SBA Loan # 1343947905) between the Company and the SBA (the “EIDL Loan”), the application therefore and any reasonable expenses incurred by the Parent Indemnitees audit or Legal Proceeding arising out of the exercise of such appraisal or dissenters’ rightsapplication and loan; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the ClosingClosing and to the extent not included as a Closing Liability in the calculation of Closing Net Liability, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted included as a Closing Liability in the determination calculation of Closing Merger ConsiderationNet Liability; or (g) any claims or actions by any Stockholder, Optionholder or Convertible Note Holder that does not sign and deliver to Parent a Letter of Transmittal on or before the Closing.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXSection 8.5, the StockholdersStockholders (pro rata based on a Stockholder's Percentage Interest) agree to indemnify, severally defend and not jointly (in accordance with their Pro Rata Shareshold harmless Parent, provided thatits directors, notwithstanding anything to the contrary set forth herein or in any Ancillary Documentofficers, for all breaches or defaults of any individual Stockholder’s representationsemployees, warrantiesagents, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify advisors and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “"Parent Indemnitees”) against"), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained byDamages asserted against, or relating to, imposed upon, the suffered or incurred by Parent Indemnitees based upon, arising out of, in connection with respect enforcing their indemnification rights pursuant to or this Section 8.2 by reason of: of or resulting from (a) any inaccuracy in untrue representation of, or breach of any of the representations or warranties of warranty by, the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf part of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; , (b) any breach, violation or non-fulfillment nonfulfillment of any covenant, agreement or obligation to be performed by undertaking of the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf part of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; , (c) any third party claim made by any Stockholder relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such Person’s rights with respect to the Total Merger Considerationclaim arises out of or constitutes a breach of any representation, warranty or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations covenant in respect thereof); this Agreement, (d) any claims Liabilities for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any Stockholder under the Stockholders Agreement representation, warranty or any claims of any Stockholder that the appointment of the Stockholder Representativecovenant in this Agreement, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid payments made to Dissenting Stockholders pursuant to the holders of Dissenting Shares, including any interest required to be paid thereon, that are DGCL in excess of what such holders would have received hereunder had such holders not been holders the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting SharesStockholders, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts negative Purchase Price Adjustment that has not been paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.091.8(b) and 1.10(d); or and (g) any Transaction Expenses claim that the conduct of the Company's business on or before the Closing Indebtedness Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the extent "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not paid or satisfied by occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company at or prior to and not the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationStockholders.

Indemnification by Stockholders. From By virtue of the Stockholders' execution and after delivery of the ClosingPurchase Agreement, the Stockholders have agreed, and by executing this Agreement each Stockholder hereby confirms that such Stockholder agrees, subject to the terms and conditions of this Agreement and Article V of the Purchase Agreement: (a) to indemnify and hold harmless TriZetto, its officers, directors, stockholders, employees and agents from and against any and all Claims and Liabilities to the extent provided in Article V of the Purchase Agreement; (b) to establish the Escrow pursuant to this Agreement to secure the indemnification obligations of the Stockholders under Article V of the Purchase Agreement; (c) without limiting such Stockholder's obligations under paragraph (a) above, that in the event TriZetto, its officers, directors, stockholders, employees and agents (hereinafter, collectively, "TriZetto") incurs any Claims and Liabilities provided in Article V of the Purchase Agreement, the Escrowed Property shall, subject to the provisions of the Purchase Agreement requiring an offset to the Promissory Notes (prior to making a claim against the Escrowed Property) and this Agreement, be transferred to TriZetto to compensate TriZetto for such Claims and Liabilities, with the portion of the Escrowed Property to be so transferred to be pro rata as to each Claim and Liability among the Stockholders according to each Stockholder's proportionate share of the Escrowed Property set forth on Exhibit A hereto (the "Pro Rata Share"); (d) to appoint the Representative as the Stockholders' representative, attorney-in-fact and agent for purposes of this Agreement to act for and on behalf of each Stockholder as provided herein, and to the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken or made by the Representative on the Stockholders' behalf under this Agreement; and (e) to all of the other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXlimitations set forth in Section 9.5.1, the Stockholders, Stockholders shall severally and not jointly (in accordance with their Pro Rata Sharesindemnify, provided thatdefend, notwithstanding anything to save and hold the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent Buyer and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent "Buyer Indemnitees”") against, and shall hold each of them harmless from and againstagainst all Damages imposed on, and shall pay and reimburse each of them forsustained, any and all Losses incurred or sustained suffered by, or imposed uponasserted against, any of the Parent Indemnitees based uponBuyer Indemnitees, whether in respect of Third Party Claims or claims between the Parties hereto, resulting or arising out of, with respect to or by reason offrom: (a) 9.2.1 The Company's, any inaccuracy in Stockholder's or the Stockholders Representatives' breach of any of the representations representation or warranties of the Company warranty contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Transaction Documents to which the Company, a Stockholder or the Stockholder Stockholders Representative or any Stockholder pursuant to this Agreementis a party; (b) 9.2.2 The Company's, any breach, violation Stockholder's or non-fulfillment the Stockholders Representative's breach or nonfulfillment of any covenant, obligation or agreement or obligation to be performed made by the Company Entities (if before Company, a Stockholder or at the Closing), the Stockholder Stockholders Representative (if after the Closing), in or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of Transaction Document to which the Company, a Stockholder or the Stockholder Stockholders Representative or any Stockholder pursuant to this Agreementis a party; (c) 9.2.3 any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof)Pre-Closing Taxes; (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) 9.2.4 any Transaction Expenses or Closing Indebtedness Company Cash Liabilities; 9.2.5 any assertion or recovery by any Stockholder in respect of any breach of fiduciary duty, derivative or other claim in respect of the transactions contemplated by this Agreement, the Paying Agent Agreement or the Escrow Agreement, including any claim as to the extent not allocation of the consideration provided in this Agreement, the Paying Agent Agreement or the Escrow Agreement, fair value, interest and expenses or other amounts pursuant to appraisal rights exercised or purportedly exercised pursuant to applicable Law; 9.2.6 the application of Sections 280G, 409A or 4999 of the Code to any amount paid with respect to any incentive plan or satisfied by award of the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration.Company;

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions limitations of this Article IXSection 11.11, the StockholdersStockholders shall jointly and severally indemnify, severally defend and not jointly (in accordance with their Pro Rata Shareshold harmless Clarant, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreementsNewco, the indemnification obligations of each Stockholder to Company, and the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) Surviving Corporation and their respective Representatives officers, directors, employees, agents, representatives and Affiliates (collectivelyother than the Stockholders) (each, the “Parent Indemnitees”) againsta "Clarant Indemnified Party"), at all times from and shall hold each of them after this Agreement harmless from and against, and shall to promptly pay and to a Clarant Indemnified Party or reimburse each of them a Clarant Indemnified Party for, any and all Losses incurred or sustained byliabilities, obligations, deficiencies, demands, claims, suits, actions, or imposed uponcauses of action, assessments, losses, costs, expenses, filing fees, interest, fines, penalties, or damages or costs or expenses of any and all investigations, proceedings (including appeals, arbitration and mediation), judgments, environmental analyses, remediations, settlements and compromises (in cluding reasonable fees and expenses of attorneys, accountants and other experts) (individually and collectively, the Parent Indemnitees based upon"Losses") sustained or incurred by any Clarant Indemnified Party, resulting from or arising out of, with respect to or by reason of: of (a) any inaccuracy in or breach of any of the representations or and warranties of the Stockholders or the Company contained in this Agreement or in any certificate or instrument delivered by set forth herein or on behalf of the Companyschedules, the Stockholder Representative exhibits or any Stockholder pursuant to this Agreement; certificates delivered in connection herewith, (b) any breach, violation or non-fulfillment breach of any covenant, covenant or agreement on the part of the Stockholders or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to under this Agreement; , (c) any claim made by liability under the 1933 Act, the 1934 Act, or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any Stockholder untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to Clarant or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such Person’s rights with respect statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Total Merger Consideration, Company or the calculations and determinations set forth on Stockholders required to be stated therein or necessary to make the Consideration Spreadsheet (and any allocations in respect thereof); statements therein not misleading, (d) any claims Claim or Action arising out of or relating to any Stockholder under purchase or redemption of Company Stock, Convertible Securities or Options by the Stockholders Agreement or any claims Company prior to the date of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; Agreement; (e) any amounts paid except to the holders of Dissenting Sharesextent reserved for (other than as a deferred Tax item) on the most recent financial statements provided pursuant to Section 7.9, including any interest required to be paid thereonor if no such financial statements are provided, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out Company Financial Statements dated as of the exercise Balance Sheet Date, any liability of such appraisal the Company or dissenters’ rights; any Subsidiary for Taxes for any Pre-Closing Period; or (f) any amounts paid matter identified on SCHEDULE 11.1(f); provided, however, (i) that in the case of any indemnity arising pursuant to clause (c) such indemnity shall not inure to the benefit of Clarant, Newco, the Company or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness Corporation to the extent not paid that such untrue statement (or satisfied by the Company at or prior to the Closingalleged untrue statement) was made in, or if paid by Parent omission (or Merger Sub at alleged omission) occurred in, any preliminary prospectus and the Stockholders provided in writing corrected information to Clarant counsel and to Clarant for inclusion in the final prospectus, and such information was not so included or prior properly delivered, and (ii) that no Stockholder shall be liable for any indemnification obligation pursuant to the Closing, this Section 11.1 to the extent not deducted in the determination attributable to a breach of Closing Merger Considerationany representation, warranty or agreement made herein individually by any other Stockholder.

Indemnification by Stockholders. From (a) Subject to the limitations set forth in Section 9, from and after the Closing, subject to the other terms and conditions of this Article IX, the Stockholders, severally jointly and not jointly severally, shall hold harmless and indemnify each of the Parent Indemnitees from and against any Damages (regardless of whether such Damages relate to any third party claim) arising out of: (i) any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by SRC or the Stockholders in this Agreement, the Disclosure Schedules or any exhibit or schedule to this Agreement; (ii) any noncompliance of SRC's 401(k) plan with ERISA or applicable law, including any liability arising from revocation of a favorable determination by the Internal Revenue Service of qualification under ss. 401(a) of the Code and cost of correction, including without limitation, legal fees, consulting fees, accounting fees, interest, penalties and additional contributions (except to the extent of any amounts accrued on the Unaudited Interim Balance Sheet as Other Accrued Liabilities); (iii) any alleged obligation of SRC or its Stockholders for investment banking or other fees arising from the sale of the Shares other than the investment banking fees payable to Granite Hill Advisors llc as disclosed on Schedule 4.27; (iv) any Damages to SRC resulting from the failure to have the Deferred Compensation Trust administered in accordance with their Pro Rata Sharesthe trust documents; (v) any Legal Proceeding relating to any claim under clause "(i)", provided that"(ii)", notwithstanding anything to "(iii)" or "(iv)" above (including any Legal Proceeding commenced by any Parent Indemnitee for the contrary set forth herein or in purpose of enforcing any Ancillary Document, of its rights under this Section 9). Recovery under this Section 9 shall be the exclusive remedy under this Agreement for all breaches or defaults any claim for Damages arising out of any individual Stockholder’s breach or default in connection with any of the representations, warranties, covenants or agreementsagreements set forth in this Agreement, the indemnification obligations of each Stockholder Disclosure Schedule or any exhibit or schedule to the Parent Indemnitees shall be specific to this Agreement; unless such Stockholder in breach or default is the result of any such representations, warranties, covenants willful misconduct or agreements), shall indemnify and defend each fraud on the part of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of:Stockholders. (ab) The Stockholders acknowledge and agree that if SRC suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the representations or warranties rights of SRC as an Parent Indemnitee) Buyer shall also be deemed, by virtue of its ownership of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf stock of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the ClosingSRC, to the extent not deducted have incurred Damages as a result of and in the determination of Closing Merger Considerationconnection with such inaccuracy or breach.

Indemnification by Stockholders. From Each Stockholder (the "STOCKHOLDER INDEMNITOR") hereby agrees to defend, indemnify, and after hold the Closing, subject to the Company and all other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives officers, directors, agents, representatives, Affiliates, successors and assigns (collectively, the “Parent Indemnitees”) against"INDEMNITEES"), and shall hold each of them harmless from and against any claim, liability, obligation, expense, loss, or other damage (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "CLAIMS") asserted against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with or incurred by any of them in respect to or by reason of: (a) Any and all Claims resulting from any inaccuracy in misrepresentation or breach of warranty or violation of any of the representations or warranties of the Company contained in this Agreement covenant made by such Stockholder Indemnitor hereunder, or in any certificate or instrument delivered agreement furnished or to be furnished by the Stockholder Indemnitor or on behalf any Stockholder Owner or Affiliate with respect to such Stockholder Indemnitor hereunder (including, without limitation, any Non-Referral Agreement). It is hereby expressly understood and agreed that for the purposes of the foregoing indemnification, the term Claim shall include the full amount of the Purchase Price paid by the Company, and all other costs and expenses whatsoever which the Stockholder Representative or Company incurs, in connection with the Company's purchase of any Stockholder Shares pursuant to this AgreementSection 3.3 above; (b) Any and all Claims arising from or in connection with any breachact, violation omission, or non-fulfillment status of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf Indemnitor creating liability for violations of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement;▇▇▇▇▇ II; and (c) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses incident to any claim made by any Stockholder relating item to such Person’s rights with respect to which the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Considerationforegoing indemnity relates.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXARTICLE VIII, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company EntitiesCompany) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder Company pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder or Warrantholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Closing Merger Consideration Spreadsheet (and any allocations in respect thereof)Schedule; (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness Amount to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Aggregate Closing Merger Consideration; (e) the loss of Annual Service Fee with respect to the GE Contract calculated as set forth in Section 8.04(f); (f) any Losses resulting from the Company’s failure to provide timely notice regarding the transactions contemplated by this Agreement under that certain Office Lease between the Company and Crystal Building, LLC dated January 12, 2017, as amended by that certain First Amendment dated March 21, 2017; (g) any Losses related to the disclosure set forth in item 2 in Section 3.11(t) of the Disclosure Schedules; (h) any Losses related to the Company’s failure to obtain Proprietary Information and Invention Assignment Agreements from any of the persons listed in Section 3.11(g) the Disclosure Schedules, with such Losses being determined based on the rights the Surviving Corporation would have had if the Company’s form of such agreement had been executed and delivered by such individual(s); and (i) any Losses related to any inaccuracies in the Closing Merger Consideration Schedule.

Indemnification by Stockholders. From and after the Closing, (a) Stockholders (subject to the other terms and conditions subsection (b) of this Article IXSection 9.1) agree to defend, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of hold Buyer, Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectivelysubsidiaries and affiliates and persons serving as officers, the “Parent Indemnitees”) againstdirectors, partners or employees thereof and shall hold each any person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred Claims (as defined in Section 1.2 hereof), and any diminution in value of the Subject Assets or the Business, whether or not arising out of third-party claims and including all reasonable amounts paid in investigation, defense or settlement of the foregoing, which may be sustained by, or imposed upon, the Parent Indemnitees suffered by any of them based upon, arising out of, with respect to or by reason ofof or otherwise in respect of or in connection with: (ai) any inaccuracy in or breach of any representation or warranty made by Seller or Stockholder in this Agreement, or in any Schedule or exhibit to this Agreement or any certificate or other document delivered in connection with the consummation of the representations transactions contemplated by this Agreement (collectively, "Buyer Representation and Warranty Claims"); (ii) any breach of any covenant or warranties of the Company contained agreement made by Seller or Stockholder in this Agreement or in any Schedule or exhibit to this Agreement or any certificate or instrument other document delivered by or on behalf in connection with the consummation of the Company, the Stockholder Representative or any Stockholder pursuant to transactions contemplated by this Agreement; (iii) any Claim relating to the business or operations of Seller other than the Business; (iv) any Claim (other than the Contract Liabilities) relating to the operations and assets of the Business which arises in connection with or on the basis of events, acts, omissions, conditions or any other state of facts or Claims occurring or existing on or prior to the Closing Date (including, in each case, without limitation, any Claim relating to or associated with the Business on or prior to the Closing Date); and (v) any liability of Seller other than the Contract Liabilities. The rights of Buyer Indemnified Parties to recover indemnification in respect of any Claim arising under clause (ii), (iii), (iv), or (v) of this Section 9.1(a) shall not be limited by the fact that such Claim may also constitute a Buyer Representation and Warranty Claim. (b) The rights of Buyer Indemnified Parties to recover indemnification under this Section 9.1 shall be subject to the following limitations: (i) No indemnification shall be payable by Seller or Stockholder with respect to Buyer Representation and Warranty Claims or Claims arising under Section 9.1(a)(i) or (ii) unless the total of all amounts payable pursuant to this Section 9.1 shall exceed $50,000 in the aggregate, whereupon the total amount of such Claims shall be recoverable in accordance with the terms thereof; provided, however, that such $50,000 limitation shall not apply with respect to Claims involving fraud or intentional misrepresentation and provided further that any breachclaim brought under Sections 9.1(a)(iii), violation 9.1(a)(iv) or non-fulfillment 9.1(a)(v) above shall not be subject to such limitation notwithstanding that they are also Buyer Representation and Warranty Claims; and; (ii) All rights to indemnification with respect to Buyer Representation and Warranty Claims shall expire on the 18 month anniversary of any covenantthe Closing Date (that is, agreement or obligation to be performed by the Company Entities (if before or at same numbered day of the month on which the Closing occurs in the 18th month following the Closing), except that Buyer Representation and Warranty Claims relating to or involving fraud or tax matters shall survive until and shall expire on the Stockholder Representative (if date three months after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf termination of the Companyapplicable statute of limitations relating thereto. Notwithstanding the preceding sentence, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth if on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing18 month anniversary of the Closing Date a specific state of facts shall have become known which may give rise to a claim for indemnification under Section 9.1(a)(i) and a Buyer Indemnified Party shall have given written notice of such facts known by such Buyer Indemnified Party at such time to Seller and Stockholder, or if paid by Parent or Merger Sub at or prior then the right to indemnification with respect thereto shall remain in effect without regard to when such matter shall be finally determined and disposed of. All rights to indemnification under this Section 9.1 with respect to claims arising under Section 9.1(a)(ii), 9.1(a)(iii), 9.1(a)(iv) and 9.1(a)(v) shall, except as they may otherwise be extended, survive until and shall expire on the date 20 days after the termination of the applicable statute of limitations relating thereto. The limitations herein with respect to Buyer Representation and Warranty Claims and claims arising under Sections 9.1(a)(ii), 9.1(a)(iii) and 9.1(a)(iv) shall not limit the rights of any Buyer Indemnified Party with respect to any other claims under this Section 9.1; and (iii) Notwithstanding anything contained in this Section 9.1 to the Closingcontrary, Seller and Stockholder shall not be required to indemnify Buyer Indemnified Parties with respect to Buyer Representation and Warranty Claims or Claims arising under Section 9.1(a)(ii) in an aggregate amount in excess of $6,500,000, plus any Contingent Payment actually paid (together, the extent not deducted in the determination of Closing Merger Consideration"Indemnity Cap"), except with respect to claims relating to or involving fraud or tax matters, as to which no such limit shall apply.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXSection 8.5, the Stockholders, severally and not jointly Stockholders (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual pro rata based on a Stockholder’s representationsPercentage Interest) agree to indemnify, warrantiesdefend and hold harmless Parent, covenants or agreementsits directors, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representationsofficers, warrantiesemployees, covenants or agreements)agents, shall indemnify advisors and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained byDamages asserted against, or relating to, imposed upon, the suffered or incurred by Parent Indemnitees based upon, arising out of, in connection with respect enforcing their indemnification rights pursuant to or this Section 8.2 by reason of: of or resulting from (a) any inaccuracy in untrue representation of, or breach of any of the representations or warranties of warranty by, the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf part of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; , (b) any breach, violation or non-fulfillment nonfulfillment of any covenant, agreement or obligation to be performed by undertaking of the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf part of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; , (c) any third party claim made by any Stockholder relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such Person’s rights with respect to the Total Merger Considerationclaim arises out of or constitutes a breach of any representation, warranty or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations covenant in respect thereof); this Agreement, (d) any claims Liabilities for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any Stockholder under the Stockholders Agreement representation, warranty or any claims of any Stockholder that the appointment of the Stockholder Representativecovenant in this Agreement, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid payments made to Dissenting Stockholders pursuant to the holders of Dissenting Shares, including any interest required to be paid thereon, that are DGCL in excess of what such holders would have received hereunder had such holders not been holders the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting SharesStockholders, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts negative Purchase Price Adjustment that has not been paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.091.8(b) and 1.10(d); or and (g) any Transaction Expenses claim that the conduct of the Company’s business on or before the Closing Indebtedness Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the extent “Stockholders’ Indemnification Liability”). Notwithstanding the foregoing, if the Closing does not paid or satisfied by occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company at or prior to and not the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationStockholders.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article ARTICLE IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company EntitiesCompany) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company or the Stockholders contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder Company pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VII), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder Stockholders pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VII, it being understood that the sole remedy for any certificate such breach, violation or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder failure shall be pursuant to this AgreementARTICLE VII); (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, except to the extent that such claim is the result of Parent’s failure to fully perform any covenant, agreement or undertaking under this Agreement, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof)Spreadsheet; (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (ge) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing Indebtedness (other than the Permitted Indebtedness) to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or either Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration; (f) any claim or right asserted or held by any person who is a current officer or director of the Company (against the Final Surviving Company, against Parent, against any Affiliate of Parent) of entitlement to indemnification or the reimbursement of expenses in connection with any indemnity claim or any other relief or remedy (under the Charter Documents, under any indemnification agreement or under any applicable Law providing for indemnification of directors or officers) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the Effective Time to the extent not covered by the D&O Tail Policy; or (g) any of the matters set forth on Section 9.02(g) of the Disclosure Schedules.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions limitations of this Article IXSection 11.11, the StockholdersStockholders shall jointly and severally indemnify, severally defend and not jointly (in accordance with their Pro Rata Shareshold harmless Clarant, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreementsNewco, the indemnification obligations of each Stockholder to Company, and the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) Surviving Corporation and their respective Representatives officers, directors, employees, agents, representatives and Affiliates (collectivelyother than the Stockholders) (each, the “Parent Indemnitees”) againsta "Clarant Indemnified Party"), at all times from and shall hold each of them after this Agreement harmless from and against, and shall promptly pay and to a Clarant Indemnified Party or reimburse each of them a Clarant Indemnified Party for, any and all Losses incurred or sustained byliabilities, obligations, deficiencies, demands, claims, suits, actions, or imposed uponcauses of action, assessments, losses, costs, expenses, filing fees, interest, fines, penalties, or damages or costs or expenses of any and all investigations, proceedings (including appeals, arbitration and mediation), judgments, environmental analyses, remediations, settlements and compromises (in cluding reasonable fees and expenses of attorneys, accountants and other experts) (individually and collectively, the Parent Indemnitees based upon"Losses") sustained or incurred by any Clarant Indemnified Party resulting from, or arising out of, with respect to or by reason of: of (a) any inaccuracy in or breach of any of the representations or and warranties of the Stockholders or the Company contained in this Agreement or in any certificate or instrument delivered by set forth herein or on behalf of the Companyschedules, the Stockholder Representative exhibits or any Stockholder pursuant to this Agreement; certificates delivered in connection herewith, (b) any breach, violation or non-fulfillment breach of any covenant, covenant or agreement on the part of the Stockholders or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to under this Agreement; , (c) any claim made by liability under the 1933 Act, the 1934 Act, or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any Stockholder untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to Clarant or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such Person’s rights with respect statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Total Merger Consideration, Company or the calculations and determinations set forth on Stockholders required to be stated therein or necessary to make the Consideration Spreadsheet (and any allocations in respect thereof); statements therein not misleading, (d) any claims Claim or Action arising out of or relating to any Stockholder under purchase or redemption of Company Stock, Convertible Securities or Options by the Stockholders Agreement or any claims Company prior to the date of any Stockholder that the appointment of the Stockholder Representativethis Agreement, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid except to the holders of Dissenting Sharesextent reserved for (other than as a deferred Tax item) on the most recent financial statements provided pursuant to Section 7.9, including any interest required to be paid thereonor if no such financial statements are provided, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out Company Financial Statements dated as of the exercise Balance Sheet Date, any liability of such appraisal the Company or dissenters’ rights; any Subsidiary for Taxes for any Pre-Closing Period; or (f) any amounts paid matter identified on SCHEDULE 11.1(f): provided, however, (i) that in the case of any indemnity arising pursuant to clause (c) such indemnity shall not inure to the benefit of Clarant, Newco, the Company or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness Corporation to the extent not paid that such untrue statement (or satisfied by the Company at or prior to the Closingalleged untrue statement) was made in, or if paid by Parent omission (or Merger Sub at alleged omission) occurred in, any preliminary prospectus and the Stockholders provided in writing corrected information to Clarant counsel and to Clarant for inclusion in the final prospectus, and such information was not so included or prior properly delivered, and (ii) that no Stockholder shall be liable for any indemnification obligation pursuant to the Closing, this Section 11.1 to the extent not deducted in the determination attributable to a breach of Closing Merger Considerationany representation, warranty or agreement made herein individually by any other Stockholder.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IX10, Company, the StockholdersCompany Stockholders and the holders of Outstanding Options (but after the consummation of the Merger, severally solely the Company Stockholders and the holders of Outstanding Options, and not jointly the Company) shall indemnify, defend, save and hold harmless Parent, Merger Sub, Company (after the consummation of the Merger) and their successors and assigns (collectively, the "PARENT INDEMNIFIED PARTIES"), from and against any demands, claims (as defined in accordance Section 101 of the U.S. Bankruptcy Code), actions, losses, damages, deficiencies, liabilities, Applicable Benefit Plan Costs (as defined below), costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with their Pro Rata Sharesinterest and penalties, provided thatif any, notwithstanding anything awarded by court order or otherwise agreed to (collectively, "INDEMNIFIABLE DAMAGES"), suffered by the contrary set forth herein Parent Indemnified Parties that arise out of or in result from any Ancillary Document, for all breaches of the following (whether or defaults not a third party initiates the proceeding or claim giving rise to such Indemnifiable Damages): (a) any breach of any individual Stockholder’s of the representations, warranties, covenants or agreements, agreements made by Company or the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder Management Stockholders in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment breach of any covenantrepresentation, warranty, covenant or agreement made by Company or obligation to be performed any Management Stockholder in a document, certificate or affidavit delivered by Company or the Company Entities (if before or Management Stockholders at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement;; or (c) any claim made by remediation connected with any Stockholder relating Applicable Benefit Plan before or after Closing but which is initiated prior to such Person’s rights with respect to Closing. The term "Applicable Benefit Plan Costs" shall mean the Total Merger Considerationaggregate of all contributions, or the calculations penalties, taxes, interest, costs, fees, expenses, charges and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses $260,000 incurred by the Parent Indemnitees arising out of the exercise of such appraisal in relation to all remediation connected with each Applicable Benefit Plan before or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or after Closing Indebtedness to the extent not paid or satisfied by the Company at or but is initiated prior to the Closing, or if paid by Parent or Merger Sub at or prior . Any of the foregoing to the Closingcontrary notwithstanding, to the extent Company Stockholders' indemnification obligations in connection with the breach of any provision of Article 5 shall be several and not deducted in the determination of Closing Merger Considerationjoint.

Indemnification by Stockholders. From 8.2.1 The Receiving Stockholders jointly and after the Closing, subject to the other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall hereby indemnify and agree to save, hold harmless and defend each of Parent the Purchaser and its Affiliates (including the Company Entities) their affiliates and subsidiaries, and their respective Representatives (collectivelypartners, the “Parent Indemnitees”) againstofficers, directors, shareholders, agents and representatives, and shall hold each of them harmless them, from and against, and shall pay and reimburse each of them for, against any and all Losses incurred costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses (whether or sustained by, or imposed upon, the Parent Indemnitees based upon, not arising out ofof third-party claims), including, without limitation, interest, penalties, reasonable attorneys’ fees and all amounts paid in connection with respect to the defense or by reason of: settlement of any of the foregoing (the “Damages”), incurred in connection with or arising out of or resulting from any one or more of the following: (a) any inaccuracy in any representation or breach of any of warranty made by the representations or warranties of the Company contained Stockholders in this Agreement Sections 3.1 through 3.21 herein or in any certificate exhibit, schedule, certificate, tax return or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder other document provided pursuant to or in connection with this Agreement; Agreement (in each case, determined without regard to any qualifications therein referencing “materiality”, “material adverse effect” or other words of similar import or effect); (b) any breach, violation or non-fulfillment the breach of any covenant, agreement or obligation to be performed made by any of the Company Entities (if before or at Sellers contained in this Agreement, including the Closing), the Stockholder Representative (if after the Closing)schedules and exhibits hereto, or any Stockholder other agreement, instrument or document executed by any of the Sellers, pursuant to this Agreement hereto or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; connection herewith; (c) any claim fraud or willful misconduct by any of the Sellers in connection with this Agreement or the Contemplated Transactions. The Preferred Stockholder’s $750,000 contribution to the Escrow Funds shall be available to satisfy any and all claims for Damages under this Section 8.2.1. 8.2.2 Each of the Stockholders severally hereby indemnifies and agrees to save, hold harmless and defend the Purchaser and their affiliates and subsidiaries, and their respective partners, officers, directors, shareholders, agents and representatives, and each of them, from and against any and all Damages incurred in connection with or arising out of or resulting from any one or more of the following: (a) any inaccuracy in any representation or warranty made by any such Stockholder relating to such Person’s rights with respect to in Sections 2.1 through 2.6 herein; (b) the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims breach of any covenant, agreement or obligation made by such Stockholder under contained in this Agreement, including the schedules and exhibits hereto, but excluding the representations and warranties made by such Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representativein Sections 3.1 through 3.21, or any indemnification other agreement, instrument or other obligations of document executed by the Stockholder, pursuant hereto or in connection herewith; (c) any fraud or willful misconduct by such Stockholder under in connection with this Agreement or any Ancillary Document, is or was not enforceable against such the Contemplated Transactions. The Preferred Stockholder; (e) any amounts paid ’s $750,000 contribution to the holders Escrow Funds shall be available to satisfy any and all claims for Damages under this Section 8.2.2. 8.2.3 The Preferred Stockholder hereby indemnifies and agrees to save, hold harmless and defend the Purchaser and their affiliates and subsidiaries, and their respective partners, officers, directors, shareholders, agents and representatives, and each of Dissenting Sharesthem, including from and against any interest required to be paid thereon, that are and all Damages incurred in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees connection with or arising out of or resulting from any one or more of the exercise of such appraisal or dissenters’ rights; following: (fa) any amounts paid inaccuracy in any representation or required to be paid warranty made by Parent the Preferred Stockholder in Sections 2.1 through 2.7 herein; (b) the breach of any covenant, agreement or obligation made by the Preferred Stockholder contained in this Agreement, including the schedules and exhibits hereto, or any of its Affiliates other agreement, instrument or document executed by the Preferred Stockholder, pursuant hereto or in connection herewith; (including the Surviving Corporation) pursuant to Section 5.09; or (gc) any Transaction Expenses fraud or Closing Indebtedness willful misconduct by the Preferred Stockholder in connection with this Agreement or the Contemplated Transactions. The Preferred Stockholder’s $750,000 contribution to the extent not paid or satisfied by the Company at or prior Escrow Funds shall be available to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Considerationsatisfy any and all claims for Damages under this Section 8.2.3.

Indemnification by Stockholders. From Each Stockholder (the "Stockholder Indemnitor") hereby agrees to defend, indemnify, and after hold the Closing, subject to the Company and all other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives officers, directors, agents, representatives, Affiliates, successors and assigns (collectively, the “Parent "Indemnitees”) against"), and shall hold each of them harmless from and against any claim, liability, obligation, expense, loss, or other damage (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Claims") asserted against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with or incurred by any of them in respect to or by reason of: (aA) Any and all Claims resulting from any inaccuracy in misrepresentation or breach of warranty or violation of any of the representations or warranties of the Company contained in this Agreement covenant made by such Stockholder Indemnitor hereunder, or in any certificate or instrument delivered agreement furnished or to be furnished by the Stockholder Indemnitor or on behalf any Stockholder Owner or Affiliate with respect to such Stockholder Indemnitor hereunder (including, without limitation, any Non-Referral Agreement). It is hereby expressly understood and agreed that for the purposes of the foregoing indemnification, the term Claim shall include the full amount of the Purchase Price paid by the Company, and all other costs and expenses whatsoever which the Stockholder Representative or Company incurs, in connection with the Company's purchase of any Stockholder Shares pursuant to this AgreementSection 3.3 above; (bB) Any and all Claims arising from or in connection with any breachact, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing)omission, or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment status of the Stockholder Representative, or any indemnification or other obligations Indemnitor creating liability for violations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder;▇▇▇▇▇ II; and (eC) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses incident to any amounts paid item to which the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Considerationforegoing indemnity relates.

Indemnification by Stockholders. From Each of the Stockholders ------------------------------- jointly and severally (each in his or her individual capacity and on behalf of his or her heirs, successors and permitted assigns, as an indemnifying party, an "Indemnifying Party") covenant and agree to indemnify, defend, protect, and hold ------------------ harmless Sheffield and its Affiliates, successors and assigns (each in its capacity as an indemnified party, an "Indemnitee") at all times from and after ---------- the Closing, subject to the other terms and conditions date of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless Agreement from and against, and shall pay and reimburse each of them for, any and against all Losses Adverse Consequences incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason such Indemnitee as a result of: (ai) any inaccuracy in breach of any representation or breach warranty of any of the representations Stockholders or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (ii) any nonfulfillment or noncompliance by the Stockholders or the Company of any covenant or obligation thereof contained herein and which is within the direct or indirect control of such Stockholder or the Company; (iii) any Tax obligations and liabilities, (including, without limitation, all penalties, interest or fines and charges), due after the date hereof but (a) resulting from earnings, operations or other events respecting the Company for all periods up to the date hereof, or (b) incident to any breachTaxes imposed on the Company for any Taxable year or period that ends on or before the date hereof; (iv) any liabilities or claims asserted by any Person after the date hereof for personal injuries or property damages (including, violation without limitation, any indirect, consequential, or non-fulfillment punitive damages) arising out of any covenantwrongful acts, agreement negligence or obligation to be performed strict liability for goods sold or services rendered by the Company Entities prior to the date hereof; (if before v) the presence, emanation, migration, disposal, release or at threatened release of any Hazardous Materials on, within, or to or from any of the Closing)properties presently or heretofore owned or leased by any of the Companies, the Stockholder Representative (if after the Closing)their Affiliates, or any Stockholder pursuant predecessor thereof or the violation or noncompliance by any of the Companies, their Affiliates, or any predecessor thereof with any Environmental, Health and Safety Law, rule or regulation relating to this Agreement any of the Companies, their Affiliates or their predecessors; (vi) any liability, including attorney fees and defense costs, in defending or prosecuting the pending litigation among the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in the ▇▇▇▇▇▇▇▇▇▇▇▇▇ County, Texas District Court proceeding No. 6313; (vii) any liability to any person or governmental agency relating to or arising in any certificate manner out of the ESOP Plan or instrument delivered by the MR Plan; (viii) any liability to any person, entity or on behalf governmental agency relating to or arising in any manner out of the Company's association with any of the Subsidiaries or relating in any manner to the operations, assets, taxes, liabilities, or activities of any of the Stockholder Representative or any Stockholder pursuant to this Agreement;Subsidiaries; and/or, (cix) the Excluded Liabilities and any claim made by any Stockholder liability of the Company (except the liabilities identified in the Most Recent Financial Statements or stated in the Adjustment Schedule) relating to such Person’s rights with respect its operations, assets, employees, contracts, agreements, insurance plans, or employee benefit plans arising in whole or in part from any event or act occurring or omissions occurring before the date hereof (whether or not known to the Total Merger Consideration, Stockholders or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Considerationdate hereof).

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXVIII, if the Closing occurs, then, from and after the Closing, the Stockholders, severally jointly and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements)severally, shall indemnify and defend each of Parent Buyer and its Affiliates (including Enterprises and the Company EntitiesSurviving Entity) and their respective controlling persons, directors, managers, officers, employees, agents and other Representatives (collectively, the “Parent IndemniteesBuyer Indemnified Parties”) against, and shall hold each of them the Buyer Indemnified Parties harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees Buyer Indemnified Parties based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company Enterprises contained in this Agreement or in any certificate or instrument delivered by or on behalf Article IV of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before any Stockholder or at the Closing), the Stockholder Representative (if at or after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder Closing pursuant to this Agreement; (c) any claim made breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Enterprises or the Stockholder relating to such Person’s rights with respect Representative at or prior to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof)Closing pursuant to this Agreement; (d) any claims Stockholder’s exercise or threatened exercise of any Stockholder such Stockholder’s dissenter’s or appraisal rights under the Stockholders Agreement or any claims of any Stockholder that DGCL, but only to the appointment extent in excess of the Stockholder RepresentativePer Share Consideration which, absent such Stockholder’s exercise or any indemnification or other obligations threatened exercise of such dissenter’s or appraisal rights, would be payable to such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholderhereunder; (e) any amounts paid to the holders of Dissenting SharesClosing Direction Letter, including any interest required claim or demand relating to be paid thereon, that are in excess the accuracy or completeness thereof but excluding claims caused by Buyer’s failure to comply with the terms of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rightsClosing Direction Letter; (f) the manner in which the Stockholder Representative administers or maintains any amounts paid or required portion of the Purchase Price that is delivered to be paid by Parent or any of its Affiliates the Stockholder Representative pursuant to this Agreement (including the Surviving Corporation) pursuant Stockholder Representative Retained Amount), including any claim or demand relating to Section 5.09; orthe timeliness or manner in which the Stockholder Representative uses, fails to use, distributes or fails to distribute any such funds; (g) any Transaction Expenses Indebtedness of Enterprises or the Company as of the Closing Indebtedness that was not satisfied pursuant to Section 2.02(a)(i)(C); (h) any Closing Payments, Deal Bonus Payments and other bonuses and other amounts (including change of control bonuses, stay put bonuses and retention bonuses) payable to any of the extent directors, officers or employees of Enterprises or the Company in connection with the consummation of the transactions contemplated by this Agreement, whether payable on the Closing Date or thereafter and whether disclosed to Buyer or not paid disclosed to Buyer, that were not satisfied pursuant to Section 2.02(a)(i)(D) or satisfied Section 2.02(a)(i)(E), but excluding (i) claims caused by Buyer’s failure to cause the payment of any of the Deal Bonus Payments after the Closing pursuant Section 6.20 or caused by Buyer’s failure to comply with the terms of Closing Direction Letter and (ii) any such amounts payable as a result of any agreement to which Buyer or an Affiliate of Buyer (excluding Enterprises and the Company) is a party or as a result of any plan, arrangement or agreement instituted or entered into by Enterprises or the Company at or Buyer’s express written request after the date of this Agreement and prior to the Closing, or if paid by Parent or Merger Sub at or prior to ; (i) any Pre-Closing Taxes; or (j) the Closing, to matters set forth on Section 8.02(j) of the extent not deducted in the determination of Closing Merger ConsiderationDisclosure Schedules.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions limitations of this Article IXSection 11.11, the StockholdersStockholders shall jointly and severally indemnify, severally defend and not jointly (in accordance with their Pro Rata Shareshold harmless Clarant, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreementsNewco, the indemnification obligations of each Stockholder to Company, and the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) Surviving Corporation and their respective Representatives officers, directors, employees, agents, representatives and Affiliates (collectivelyother than the Stockholders) (each, the “Parent Indemnitees”) againsta "Clarant Indemnified Party"), at all times from and shall hold each of them after this Agreement harmless from and against, and shall promptly pay and to a Clarant Indemnified Party or reimburse each of them a Clarant Indemnified Party for, any and all Losses incurred or sustained byliabilities, obligations, deficiencies, demands, claims, suits, actions, or imposed uponcauses of action, assessments, losses, costs, expenses, filing fees, interest, fines, penalties, or damages or costs or expenses of any and all investigations, proceedings (in- cluding appeals, arbitration and mediation), judgments, environmental analyses, remediations, settlements and compromises (in cluding reasonable fees and expenses of attorneys, accountants and other experts) (individually and collectively, the Parent Indemnitees based upon, "Losses") sustained or incurred by any Clarant Indemnified Party resulting from or arising out of, with respect to or by reason of: of (a) any inaccuracy in or breach of any of the representations or and warranties of the Stockholders or the Company contained in this Agreement or in any certificate or instrument delivered by set forth herein or on behalf of the Companyschedules, the Stockholder Representative exhibits or any Stockholder pursuant to this Agreement; certificates delivered in connection herewith, (b) any breach, violation or non-fulfillment breach of any covenant, covenant or agreement on the part of the Stockholders or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to under this Agreement; , (c) any claim made by liability under the 1933 Act, the 1934 Act, or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any Stockholder untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to Clarant or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such Person’s rights with respect statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Total Merger Consideration, Company or the calculations and determinations set forth on Stockholders required to be stated therein or necessary to make the Consideration Spreadsheet (and any allocations in respect thereof); statements therein not misleading, (d) any claims Claim or Action arising out of or relating to any Stockholder under purchase or redemption of Company Stock, Convertible Securities or Options by the Stockholders Agreement or any claims Company prior to the date of any Stockholder that the appointment of the Stockholder Representativethis Agreement, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid except to the holders of Dissenting Sharesextent reserved for (other than as a deferred Tax item) on the most recent financial statements provided pursuant to Section 7.9, including any interest required to be paid thereonor if no such financial statements are provided, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out Company Financial Statements dated as of the exercise Balance Sheet Date, any liability of such appraisal the Company or dissenters’ rights; any Subsidiary for Taxes for any Pre-Closing Period; or (f) any amounts paid matter identified on SCHEDULE 11.1(F); provided, however, (i) that in the case of any indemnity arising pursuant to clause (c) such indemnity shall not inure to the benefit of Clarant, Newco, the Company or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness Corporation to the extent not paid that such untrue statement (or satisfied by the Company at or prior to the Closingalleged untrue statement) was made in, or if paid by Parent omission (or Merger Sub at alleged omission) occurred in, any preliminary prospectus and the Stockholders provided in writing corrected information to Clarant counsel and to Clarant for inclusion in the final prospectus, and such information was not so included or prior properly delivered, and (ii) that no Stockholder shall be liable for any indemnification obligation pursuant to the Closing, this Section 11.1 to the extent not deducted in the determination attributable to a breach of Closing Merger Considerationany representation, warranty or agreement made herein individually by any other Stockholder.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IX, and except as set forth below, the StockholdersStockholders who receive Closing Merger Consideration, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entitiesand its Subsidiaries) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of each of the Company Company, the Stockholders contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder Stockholders pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing)Company, the Stockholder Representative (if after the Closing), or any Stockholder Stockholders pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any certificate such breach, violation or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder failure shall be pursuant to this AgreementArticle VII); (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof)Spreadsheet; (d) any claims of any Stockholder claim made by a “Company Indemnitee” (as such term is defined in the O&R Contract) under the Stockholders Agreement O&R Contract relating to the Merger or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under transactions contemplated by this Agreement or any Ancillary Document, is or was not enforceable against such StockholderAgreement; (e) any amounts paid Tax Claim relating to the holders classification under any applicable Law of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred individual characterized (or mischaracterized) or treated by the Parent Indemnitees arising out Company or any of the exercise of such appraisal its Subsidiaries as an independent contractor or dissenters’ rights;consultant and any tax and/or other obligations resulting therefrom; or (f) any amounts paid post-Closing corrections or required adjustments to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Net Indebtedness and Transaction Expenses or Closing Indebtedness to the extent that such corrections or adjustments would have otherwise decreased the Merger Consideration pursuant to any provision hereof. Notwithstanding anything contained herein to the contrary, (i) no Stockholder shall be liable for another Stockholder’s breach of Article IV, and (ii) Stockholders with a Pro Rata Share of less than One Percent (1%) shall not paid or satisfied by have personal liability (beyond their share of the Indemnification Escrow Fund) for claims relating to breaches of the representations and warranties of the Company at or prior contained in Article III of this Agreement and their share of such liability shall be allocated to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Indemnification by Stockholders. (a) From and after the Closing, subject to the other terms and conditions of this Article IXClosing Date, the Stockholders, severally jointly and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements)severally, shall hold harmless and indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless Indemnitees from and against, and shall pay compensate and reimburse each of them the Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and all Losses incurred that arise from or sustained byas a result of, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to are directly or by reason of: indirectly connected with: (ai) any inaccuracy in or breach of any of the representations representation or warranties of the Company contained warranty set forth in this Agreement Section 2 (without giving effect to any "Material Adverse Effect" or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative other materiality qualification or any Stockholder pursuant similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect update to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or Disclosure Schedule delivered prior to the Closing,); (ii) any inaccuracy in or breach of any representation or warranty set forth in Section 2 as if such representation and warranty had been made on and as of the Closing Date (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, or if paid but giving effect to any update to the Disclosure Schedule delivered by the Company to Parent or Merger Sub at or prior to the Closing, Closing to the extent not deducted that the Company and the Designated Stockholders acknowledge in writing that Parent would be entitled to terminate this Agreement as a result of such update); (iii) any breach of any covenant or obligation of any of the determination Acquired Corporations or any of Closing Merger Considerationthe Designated Stockholders (including the covenants set forth in Sections 4 and 5); (iv) other than pursuant to the letter agreement dated December 20, 1999 between Prudential, Chase H&Q, ▇▇▇▇▇▇▇ & Co. and the Company, any brokerage, finder's or other fee, commission or expense payable or claimed to be payable to any broker, finder or other similar Person, including Prudential, Chase H&Q and ▇▇▇▇▇▇▇ & Co., by the Company or any Stockholder in connection with the transactions contemplated by this Agreement or (v) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)," "(ii)," "(iii)" or " (iv) above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9).

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions provisions of this Article IX, the Stockholders, Stockholders shall jointly and severally (except with respect to Claims arising out of Section 9.2(a) which shall be several and not jointly (in accordance with their Pro Rata Sharesjoint) indemnify, provided thatdefend and hold harmless Purchaser, notwithstanding anything to the contrary set forth herein or in any Ancillary Documentits Affiliates, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives successors and assigns (collectively, the “Parent IndemniteesPurchaser Indemnified Parties”) against), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained byclaims, actions, suits, Legal Proceedings, losses, costs, expenses, obligations, Taxes, liabilities, damages, judgments, assessments, fines and awards (including, without limitation, reasonable attorneys’ fees (other than Excluded Attorneys Fees (as defined below)) and court costs) (but in all cases excluding any liabilities that are contingent, unmature, unknown, unfixed, inchoate, or imposed uponindirect), the Parent Indemnitees based uponactually incurred, sustained, or suffered (collectively, “Losses”) by Purchaser arising out of, with respect to of or by reason of: resulting from (a) any breach or violation of, inaccuracy or misrepresentation in or breach of any of the representations or warranties made by a Stockholder, or any failure by a Stockholder to perform any covenants, agreements or other obligations of the Company contained such Stockholder made in this Agreement or in any certificate or other document or instrument required to be delivered by or on behalf of the Company, the such Stockholder Representative or any Stockholder to Purchaser pursuant to this Agreement; ; (b) any breachbreach or violation of, violation inaccuracy or non-fulfillment of misrepresentation in, any covenantrepresentations or warranties made by the Company, agreement or obligation to be performed any failure by the Company Entities (if before to perform any covenants, agreements or at other obligations of the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to Company made in this Agreement or in any certificate or other document or instrument required to be delivered at Closing by or on behalf of the Company, the Stockholder Representative or any Stockholder Company to Purchaser pursuant to this Agreement; ; (c) any claim made violation by any Stockholder the Company prior to Closing of Environmental Laws or laws relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations Hazardous Substances; and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the ClosingTaxes, to the extent not deducted specified in the determination of Closing Merger ConsiderationSection 10.4(h) hereof.

Indemnification by Stockholders. From Each Stockholder hereby agrees, jointly and after severally, to indemnify, defend and hold each of the ClosingParent and the Merger Sub and their officers, subject to the other terms directors, employees, owners, agents and conditions of this Article IXAffiliates, the Stockholders, severally harmless from and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults respect of any individual Stockholder’s representationsand all losses, warrantiesdamages, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default costs and expenses of any such representationskind and nature whatsoever (including, warrantieswithout limitation, covenants interest and penalties, reasonable expenses of investigation and court costs, reasonable attorneys' fees and disbursements and the reasonable fees and disbursements of other professionals) which may be sustained or agreements), shall indemnify and defend each suffered by any of Parent and its Affiliates (including the Company Entities) and their respective Representatives them (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon"Losses"), arising out of, with respect to of or by reason of: resulting from (ai) any breach or inaccuracy in of any representation or warranty or the breach of or failure to perform any of the representations warranty, covenant, undertaking or warranties other agreement of the Company or any Stockholder contained in this Agreement or in any certificate other Merger Document; (ii) fraud or instrument delivered by or intentional misrepresentation on behalf the part of the Company, the Stockholder Representative Company or any Stockholder pursuant to this Agreement; Stockholder; (biii) any breach, violation or non-fulfillment of any covenant, agreement or obligation Taxes required to be performed paid, indemnified or reimbursed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.0910.11; or (giv) any Transaction Expenses or Closing Indebtedness and all Claims by any Person subsequent to the extent not paid or satisfied date hereof relating to the single share described in Schedule 3.3; (v) the failure by the Company at to obtain a favorable determination letter from the Internal Revenue Service for its ShopRite of ▇▇▇▇▇▇▇▇▇▇, Inc. Savings and Investment Plan ("401k Plan); (vi) any event or prior to the Closing, or if paid by circumstance which is specified as entitling Parent or Merger Sub at or prior to indemnification under the ClosingIndemnity Agreement and is not otherwise paid thereunder (subject, however, to all applicable limits on maximum liability set forth in such Indemnity Agreement; and/or (vii) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments and claims arising out of any of the extent not deducted foregoing. In furtherance of the rights described in this Section 8.2, the determination of Closing Parent and the Merger ConsiderationSub shall have the right to be reimbursed from the Escrow Accounts established pursuant to Section 2.10 hereof and the Escrow Agreements.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of limitations set forth in this Article IXVII, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of will jointly and severally indemnify, defend and hold harmless Buyer, its managers, members, officers, directors, agents, attorneys and employees, (hereinafter “Buyer Indemnified Parties”) from and against any such representationsand all losses, warrantiescosts, covenants or agreements)damages, shall indemnify penalties, fines, liabilities and defend each of Parent and its Affiliates expenses (including the Company Entitiesreasonable legal fees and expenses, court costs and costs of investigation) and their respective Representatives arising from claims, demands, actions, causes of action, injunctions, judgments, orders or rulings (collectively, the “Parent IndemniteesDamages”) againstincurred or sustained by Buyer Indemnified Parties as a result of: (i) any inaccuracy or breach of, or any claim by a third party alleging facts that, if true, would mean that either a Blass Party has breached, any representation or warranty contained herein or under any other agreement executed and shall hold each delivered by the parties in furtherance of them harmless from the transactions described herein; (ii) a breach by a Blass Party of any covenant or other agreement contained herein and against, and shall pay and reimburse each of them forany certificate or other document delivered pursuant hereto; (iii) other than amounts expressly set forth in the Final Working Capital, any and all Losses loss, liability or damage suffered or incurred by any of Buyer Indemnified Parties in respect of or sustained byin connection with any and all debts, or imposed upon, the Parent Indemnitees based upon, arising out liabilities and obligations of, with respect to any Company, Couture or by reason of:the Couture Sale, direct or indirect, fixed, contingent, legal, statutory, contractual or otherwise, which shall exist at or as of the Closing Date (including, but not limited to, any Multiemployer Plan or any Company Benefit Plan) or which shall arise after the Closing Date but which shall be based upon or arise from any act, transaction, circumstance, state of facts or other condition which occurred or existed, whether or not then known, due or payable, as of the Closing Date; (aiv) except to the extent Taxes are accrued or reserved for on the Closing Date Statement and thus reduce Working Capital as finally determined pursuant to Section 2.3 hereof, any inaccuracy in or breach and all Taxes of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or Companies (A) for all taxable periods ending on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, Closing Date; (B) for any Interim Tax Period which Taxes are allocable to the portion of the Interim Tax Period ending on the Closing Date (as determined pursuant to Section 10.1(c)); and (C) for all Taxes of any member (other than the Companies) of an Affiliated Group of which any of the Companies is or if paid by Parent or Merger Sub at was a member on or prior to the ClosingClosing Date by reason of liability pursuant to Treas. Reg. §1.1502-6(a) or any analogous or similar state, local or foreign law or regulation but excluding any Taxes of any member of an Affiliated Group of which any of the Companies becomes a member (x) on the Closing Date at the time of or after the Closing or (y) any time after the Closing Date, (v) any collection, use, importation or exportation of personally identifiable information and other information relating to individuals that violates any Law, and (vi) all amounts owed to Atlantic Capital, LLC and CF Partners, LP pursuant to that letter agreement dated March 26, 2006 (as amended) from Atlantic Capital LLC and CF Partners, LP to The Resource Club, Ltd., The Design and Source Holding Co., Ltd., and Holding. The Stockholders, Parent and Buyer acknowledge that such Damages, if any, would relate to unresolved contingencies existing at the extent not deducted Closing Date which, if resolved at the Closing Date, would have led to a reduction in the determination Purchase Price. The aggregate indemnification obligations of Closing Merger Considerationthe Stockholders for Damages under Section 7.1(b) of this Agreement shall not exceed the sum of 20% of the amount of the Purchase Price received by the Stockholders under this Agreement as of the date on which payment of such Damages is made by the applicable Indemnifying Party, provided, however, that there shall be no limit on the Damages resulting from any representation or warranty set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.14, and 3.30.

Indemnification by Stockholders. From and after the Closing, subject to the other terms and conditions Each stockholder of this Article IX, the StockholdersCompany, severally and but not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements)jointly, shall indemnify and defend each of hold harmless Parent and its Affiliates (including successors, assigns, stockholders, controlling persons and related persons and the Company Entities) and their respective Representatives representatives of each of them (collectively, the “Parent Indemnitees”"Indemnified Persons") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them the Indemnified Persons for, any and all Losses incurred or sustained bylosses, liabilities, actions, deficiencies, expenses (including costs of investigation and defense and reasonable attorneys' and accountants' fees), or imposed upondamages of any kind or nature whatsoever, the Parent Indemnitees whether or not involving a third-party claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based uponon, arising out of, resulting from, relating to, or in connection with respect to or by reason of: (a) any inaccuracy in or breach of representation or warranty or failure to perform any covenant or agreement of the representations Company contained, or warranties of referred to, in this Agreement, the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative Schedule or any Stockholder other agreement or certificate delivered pursuant to this Agreement; (b. Any Excess Cash Shortfall shall be deemed Damages hereunder and subject to indemnification under this Section 8.1 and shall not be subject to the limitations of Section 8.2(b) below. Notwithstanding the foregoing, with respect to any breach, violation or non-fulfillment Damages resulting from the breach of the representations set forth in Section 2.19(i) as a result of any covenantaccounts receivable of Company which are not paid following the Effective Time in excess of the allowance for doubtful accounts, agreement no Indemnified Person shall have any liability hereunder unless and until Parent shall have given the Stockholders' Agents (as defined in the Escrow Agreement) or obligation their designee(s) (i) a detailed notice of the nonpayment of any such account and a full and fair opportunity (at least 45 days) to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or collect such account on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at and (ii) reasonable cooperation in connection with the collection of such amounts. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or prior covenant of Company shall be disregarded. No claims for indemnification by Indemnified Persons under this Section 8.1 may be made after 12 months from the Closing Date (except for claims due to a breach of the Closing, to representations and warranties contained in Section 2.9 (Tax Matters) which may be made until the extent not deducted in expiration of the determination applicable statute of Closing Merger Considerationlimitations).

Indemnification by Stockholders. From (a) Subject to Section 9.3(a), from and after the Closing the Stockholders shall, jointly and severally, indemnify and save Parent, its Subsidiaries (including, without limitation, the Surviving Corporation), and their respective Affiliates, directors, officers, employees, agents, counsel and representatives and all of their successors and assigns (collectively, the "Parent Claimants" and, individually, a "Parent Claimant") harmless from, and defend each of them from and against, any and all demands, claims, actions, liabilities, losses, costs, damages or expenses whatsoever, including reasonable attorneys' fees (collectively, "Losses"), imposed upon or incurred by the Parent Claimants constituting, resulting from or arising out of (i) any misrepresentation or breach of any representation or warranty of Meer or any of the Stockholders contained in this Agreement or (ii) any breach of any covenant or obligation of Meer or any of the Stockholders contained in this Agreement. Without limiting the generality of the foregoing and subject to Section 9.3(a), the Stockholders shall pay any Parent Claimant who is successful asserting any claim for indemnification hereunder an amount sufficient to put such Parent Claimant in the same position it would have been in had such representation or warranty been accurate or had such covenant or obligation not been breached, as the case may be, net of any tax benefit received by such Parent Claimant due to such Losses (after taking into account any amounts to be received hereunder). (b) Subject to Section 9.3(b), from and after the Closing, subject to Parent shall indemnify and save the other terms Stockholders and conditions of this Article IXtheir respective Affiliates, beneficiaries, heirs, executors, successors and assigns (collectively, the Stockholders"Stockholder Claimants" and, severally and not jointly (in accordance with their Pro Rata Sharesindividually, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each a "Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify Claimant") harmless from and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses imposed upon or incurred by the Stockholder Claimants, constituting, resulting from or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: of (ai) any inaccuracy in or breach of any representation or warranty of Parent or Sub contained in Sections 4.1, 4.2, 4.3, 4.4, the representations last sentence of Section 4.5, 4.6, 4.7 or warranties 4.8 of the Company this Agreement or (ii) any material breach of any covenant or obligation of Parent or Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf the Registration Rights Agreement. Without limiting the generality of the Companyforegoing and subject to Section 9.3(b), Parent shall pay any Stockholder Claimant who is successful asserting any claim for indemnification hereunder an amount sufficient to put the Stockholder Representative Claimant in the same position it would have been in had such representation or any Stockholder pursuant to this Agreement; (b) any breachwarranty been accurate or had such covenant or obligation not been breached, violation or non-fulfillment as the case may be, net of any covenant, agreement or obligation tax benefit received by the Stockholder Claimant (after taking into account any amounts to be performed by the Company Entities (if before or at the Closingreceived hereunder), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration.

Indemnification by Stockholders. From Each Stockholder hereby jointly and after severally agrees to defend, hold harmless and indemnify the ClosingPurchaser and its Affiliates and their respective employees, subject officers, directors, stockholders, partners and representatives from and against any losses, assessments, Liabilities, claims, damages, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements) which arise out of or relate to: (1) any misrepresentation in, breach of or failure to comply with, any of the other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default agreements of any such representations, warranties, covenants Stockholder or agreements), shall indemnify and defend each of Parent and its his Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement Agreement, including without limitation in the Disclosure Schedule, or in any other Closing Document or in any certificate or other instrument delivered by or on behalf of the Company, the Stockholder Representative document furnished or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed furnished by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or any other Closing Document or in connection with the transactions contemplated hereby or thereby; or (2) any certificate Liabilities of the PRC Affiliate or instrument delivered relating to any acts or omissions of the PRC Affiliate (including without limitation any such Liabilities asserted by employees or former employees of the PRC Affiliate), or arising from any claim by the PRC Affiliate (or by anyone claiming through or on behalf of, or as a third party beneficiary of, the PRC Affiliate) against or relating to the Business, the Assets, the Company or the Shares; or (3) any Taxes attributable to the Business for all periods prior to Closing, and all other Taxes of any Stockholder or his Affiliates; or (4) any claims alleging or asserting any interest or rights in the capital stock of, or any other equity or ownership interests in, the Company (whether through prior issuances of capital stock, options or otherwise); or (5) the Company’s SEP, including without limitation any failure of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger ConsiderationSEP, to comply with applicable laws or to make any required employee contributions or payments, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect termination thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g6) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied failure by the Company at or prior the Stockholders to obtain the consent or waiver from Cisco, in connection with this Agreement and the transactions contemplated hereby, pursuant to the ClosingContracts with Cisco as described in Section 5.1(B)(ii)(A)(2); and all such losses, assessments, Liabilities, claims, damages, costs and expenses so arising out of or relating to any of the foregoing clauses (1), (2), (3), (4), (5) or (6), inclusive, of this Section 9.14(A), or if paid the matters described therein, are referred to hereinafter as the “Purchaser’s Losses;” provided, however, that the Stockholders shall not have any obligation so to indemnify the Purchaser on account of any breach of any representation or warranty pursuant to Section 9.14(A)(1) unless and until the Purchaser’s Losses paid, incurred, suffered or accrued by Parent or Merger Sub at or prior the Purchaser on account of all such breaches of representations and warranties exceed $150,000 in the aggregate, in which event the Purchaser will be entitled to such indemnification including such original $150,000; provided further, however, that the foregoing proviso shall not apply to the ClosingStockholder’s representations and warranties under Sections 5.1(A), to the extent not deducted in the determination of Closing Merger Consideration5.1(C), 5.1(H), 5.1(J)(ii), 5.1(J)(iii), 5.1(K) or 5.1(N), respectively.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company EntitiesCompany) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties Fundamental Representations as of the Company contained in this Agreement date such representation or in any certificate warranty was made or instrument delivered by as if such representation or warranty was made on behalf and, subject to Section 6.15 (including the Company’s right to supplement the Disclosure Schedules), as of the CompanyClosing Date (except for Fundamental Representations that expressly relate to a specified date, the Stockholder Representative inaccuracy in or any Stockholder pursuant breach of which will be determined with reference to this Agreementsuch specified date); (b) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any certificate such breach, violation or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder failure shall be pursuant to this AgreementArticle VII); (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Final Merger Consideration Spreadsheet (and any allocations in respect thereof)Spreadsheet; (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representativeshould Parent and/or Merger Sub waive Section 8.01(c), or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (ge) any Indebtedness or subject to Parent’s Transaction Expense Reimbursement, the Transaction Expenses or of the Company outstanding as of the Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration.

Indemnification by Stockholders. From Except as provided in Section ------------------------------- ------- 8.6, Stockholders agree to jointly and after severally indemnify and hold harmless --- Empyrean Holdings and the ClosingCompany and each officer, subject to director, and Affiliate of Empyrean Holdings and the other terms Company, including without limitation any successor of the Company that is an Affiliate of Empyrean Holdings and conditions any of this Article IXthe Company's or Emyrean Holdings' lenders as provided in Section 10.5 hereof (collectively, ------------ the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the Stockholders"Indemnifiable Costs"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by Stockholders (as such, but severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Documentother role, for all breaches or defaults of e.g., as an employee under any individual Stockholder’s representations, warranties, covenants or agreements, employment agreement after the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreementsdate hereof), shall indemnify and defend each of Parent and its Affiliates (including Invisions Group or the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of under any of the representations representations, covenants, agreements or warranties other provisions of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing)document executed in connection herewith; provided, the Stockholder Representative (if after the Closing)however, or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights that Indemnifiable Costs for covenants with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet Company shall be with respect to pre-Closing periods only; (and any allocations in respect thereof); (dB) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was downward Net Working Capital Adjustment not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required Company pursuant to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out a reduction of the exercise Escrow Sum; (C) cost of such appraisal any brokerage or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied other transaction fees liability, if any, borne by the Company at and Invisions Group and not by Stockholders except as provided in Section 10.4 hereof; (D) any customer claims involving ------------ pre-Closing services or prior to products of the ClosingCompany for breach of warranty, product liability or if paid by Parent or Merger Sub at or prior to the Closingcustomer service remediation, including claims for consequential damages, to the extent not deducted reserved for in the determination Company's Financial Statements and (E) any failure of Closing Merger Considerationthe Company to obtain any landlord consents to the Acquisition contemplated hereby required under the terms of any leases of the Company's real property.

Indemnification by Stockholders. (a) From and after the Closing, Effective Time (but subject to the other terms Sections 9.1(a) and conditions of this Article IX9.2(b)), the Stockholdersstockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 1.5 (the "Indemnitors"), severally and but not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements)jointly, shall hold harmless and indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless Indemnitees from and against, and shall pay compensate and reimburse (through the Escrow Shares or otherwise) each of them the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and all Losses incurred which arise from or sustained byas a result of, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to are directly or by reason of: indirectly connected with: (ai) any inaccuracy in or breach of any representation or warranty set forth in Section 2 made as of the representations or warranties date of the Company contained in this Agreement (without giving effect to any "Material Adverse Effect" or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative other materiality qualification or any Stockholder pursuant similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation update to be performed the Disclosure Schedule delivered by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, except to the extent such update(s) disclose matters, either individually or if paid in the aggregate, which relate to the representations and warranties of the Company set forth in Sections 2.3, 2.4, 2.9, 2.14 or 2.19 and which impact the value of the Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation or warranty set forth in the Company Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent or Merger Sub at or prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)", to the extent not deducted in the determination of Closing Merger Consideration."(ii)" or "

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXSection 8.5, the Stockholders, severally jointly and not jointly (in accordance with their Pro Rata Sharesseverally, provided thatagree to indemnify, notwithstanding anything to the contrary set forth herein or in any Ancillary Documentdefend and hold harmless Parent, for all breaches or defaults of any individual Stockholder’s representationsits directors, warrantiesofficers, covenants or agreementsemployees, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representationsagents and Affiliates, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained byDamages asserted against, or relating to, imposed upon, the Parent Indemnitees based uponsuffered or incurred by Parent, arising out ofMerger Subsidiary, its officers, directors, employees, agents and Affiliates, in connection with respect enforcing their indemnification rights pursuant to or this Section 8.2 by reason of: of or resulting from (a) any inaccuracy in untrue representation of, or breach of any of the representations or warranties of warranty by, the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf part of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; , (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by undertaking of the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf part of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; , (c) any Product Liability Claim or other third party claim made by any Stockholder relating to the Company, whether presently in existence or arising hereafter from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such Person’s rights with respect to the Total Merger ConsiderationProduct Liability Claim or third party claim arises out of or constitutes a breach of any representation, warranty or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations covenant in respect thereof); this Agreement, (d) any claims Liabilities related to the Interference Requests, regardless of whether such Liabilities arise out of or constitute a breach of any Stockholder under the Stockholders Agreement representation, warranty or any claims of any Stockholder that the appointment of the Stockholder Representativecovenant in this Agreement, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid Liabilities related to the holders Musket Litigation, regardless of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what whether such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising Liabilities arise out of the exercise or constitute a breach of such appraisal any representation, warranty or dissenters’ rights; covenant in this Agreement and (f) any amounts paid or required payments made to be paid by Parent or any of its Affiliates (including the Surviving Corporation) Dissenting Stockholders pursuant to the DGCL or the CCC in excess of the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders (each of the above shall be referred to herein as an “Indemnification Liability”). Notwithstanding the foregoing, if the Closing does not occur, the indemnification obligations set forth in this Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to 8.2 shall be the extent not paid or satisfied by obligation of the Company at or prior to and not the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationStockholders.

Indemnification by Stockholders. From and after the Closing, subject (a) Subject to the other terms limitations of Section 9.2(b) hereof, holders of Company Capital Stock and conditions of this Article IXQualified Warrants immediately prior to the Effective Time shall indemnify in full Parent, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives officers, directors, employees, agents, shareholders, stockholders and subsidiaries (collectively, the “Parent IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and againstagainst any claim, and shall pay and reimburse each of them fordemand, any and all Losses loss, liability, obligation, deficiency, action, damage, expense or cost (including reasonable legal expenses), whether or not actually incurred or sustained bypaid (collectively “Losses”), or imposed upon, which the Parent Indemnitees based uponIndemnified Parties suffer, arising out of, with respect sustain or become subject to or by reason of: as a result of (ai) any inaccuracy or misrepresentation in or breach of any of the representations or and warranties of the Company contained in this Agreement or in any certificate the Disclosure Schedule or instrument closing certificates delivered or to be delivered by or on behalf of the CompanyCompany pursuant to the terms of this Agreement (collectively, the Stockholder Representative or any Stockholder pursuant to this Agreement; “Related Documents”), (bii) any breachbreach of, violation or non-fulfillment failure to perform, any covenant of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to contained in this Agreement or in any certificate or instrument delivered by or on behalf of the CompanyRelated Documents, (iii) all Taxes of the Stockholder Representative Company and the Tax Affiliates for all taxable periods ending on or prior to the Closing Date and the portion through the end of the Closing Date (determined with respect to periodic Taxes not based on income or receipts (e.g. property taxes) based on the proportional number of days in the relevant period and with respect to income Taxes based on a closing of the books) for any Stockholder pursuant to this Agreement; taxable period that includes (cbut does not end on) the Closing Date, (iv) any claim made by Claims (as defined in Section 9.5(a) hereof) or threatened Claims against any Stockholder relating to such Person’s rights Parent Indemnified Party arising out of the actions or inactions of the Company with respect to the Total Merger Consideration, Company’s business or the calculations and determinations set forth on Real Property prior to the Consideration Spreadsheet Closing Date, (and v) the failure of the Company to obtain, prior to the Effective Time, the consent of any allocations in respect thereof); holder of a Company Option or a Company Warrant to the treatment of such Company Option or Company Warrant as contemplated by Section 2.4 of this Agreement, (dvi) any claims matter described under the heading “Specific Patent Issues” in Section 3.14(b) of the Disclosure Schedule which is specifically identified as covered by this Section 9.2(a)(vi) or (vii) the matters described on Schedule 7.2(l) hereto (collectively, the “Parent Losses”), provided, however, that any indemnification for Parent Losses for matters described in Sections 9.2(a)(v)-(vii) hereof shall be subject to the same provisions and conditions of this Article IX as if such matters were brought under Section 9.2(a)(i) hereof; provided, further that Parent Losses shall not include any amount for “punitive”, “consequential” or “special damages” or damages for “lost profits” except to the extent that (x) a Claim alleges such forms of damages, (y) a Parent Indemnified Party is deemed responsible therefor pursuant to such Claim and (z) the responsible Parent Indemnified Party incurs Losses as a result thereof. The calculation of any Stockholder under such Parent Loss will reflect (A) the Stockholders Agreement or any claims amount of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred Tax benefit actually recognized by the Parent Indemnitees arising out Indemnified Parties for the United States federal and state income Tax purposes in the year in which such Parent Loss is suffered or incurred and which is determined by the applicably Parent Indemnified Party’s Tax Return preparers to be without material risk of being disallowed upon audit and (B) the exercise amount of any insurance proceeds received by the Parent Indemnified Party in respect of such appraisal or dissenters’ rights; Parent Loss. For purposes of (fA) any amounts paid or required above, a Tax benefit is “actually realized” if it can be utilized to be paid by reduce such Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness Indemnified Party’s Tax liability with respect to the extent Tax year in which the Parent loss is suffered or incurred, and, for the avoidance of doubt, the mere incurring or increase in a capital or net operating loss or similar Tax asset, without a resulting reduction in Tax in that year, will not paid or be deemed a Tax benefit for purposes of this provisions. The indemnification provided by this Section 9.2(a) shall be satisfied by solely from the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationEscrow Amount.

Indemnification by Stockholders. From and after the Closing, subject to the other terms and conditions of this Article IX, the (a) The Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements)jointly, shall indemnify hold harmless and defend indemnify, each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless Indemnitees from and against, and shall pay compensate and reimburse each of them the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and all Losses incurred which arise directly or sustained byindirectly from or as a direct or indirect result of, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to are directly or by reason ofindirectly connected with: (ai) any inaccuracy in Breach of any representation or breach of warranty made by Seller or any of the representations or warranties of the Company contained Stockholders in this Agreement (without giving effect to any update to the Disclosure Schedule or to any "Material Adverse Effect" or other materiality qualification or similar qualification contained or incorporated directly or indirectly in such representation) or in the Closing Certificate; (ii) any Breach of any representation, warranty, statement, information or provision contained in the Disclosure Schedule or in any certificate other document delivered or instrument delivered otherwise made available to Purchaser or any of its Representatives by or on behalf of the Company, the Stockholder Representative Seller or any Stockholder pursuant to this Agreementof Seller's Representatives; (biii) any breach, violation or non-fulfillment Breach of any covenant, agreement covenant or obligation of Seller or any of the Stockholders; (iv) any Liability to be performed by which Seller or any of the Company Entities other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (if before A) any product manufactured or at the Closing), the Stockholder Representative (if after the Closing)sold, or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered service performed, by or on behalf of Seller on or at any time prior to the CompanyClosing Date, (B) the Stockholder Representative presence of any Hazardous Material at any site owned, leased, occupied or controlled by Seller on or at any Stockholder pursuant time prior to this Agreementthe Closing Date, or (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of Seller on or at any time prior to the Closing Date; (cv) any claim made by any Stockholder relating matter identified or referred to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment Part 2.8 of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09Disclosure Schedule; or (gvi) any Transaction Expenses Proceeding relating directly or Closing Indebtedness indirectly to any Breach, alleged Breach, Liability or matter of the extent not paid type referred to in clause (i), (ii), (iii), (iv) or satisfied (v) above (including any Proceeding commenced by any Indemnitee for the Company at purpose of enforcing any of its rights under this Section 9). (b) The Stockholders acknowledge and agree that, if there is any Breach of any representation, warranty or prior other provision relating to the ClosingSeller or Seller's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or any aspect or portion thereof), or if paid Seller becomes subject to any Liability of the type referred to in clause (iv) of Section 9.2(a), then Purchaser itself shall be deemed, by Parent or Merger Sub at or prior to the Closingvirtue of its ownership of common stock of Seller, to have incurred Damages as a result of such Breach or Liability. Nothing contained in this Section 9.2(b) shall have the extent not deducted effect of (i) limiting the circumstances under which Purchaser may otherwise be deemed to have incurred Damages for purposes of this Agreement, (ii) limiting the other types of Damages that Purchaser may be deemed to have incurred (whether in connection with any such Breach or Liability or otherwise) or (iii) limiting the determination rights of Closing Merger ConsiderationSeller or any of the other Indemnitees under this Section 9.2.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of limits set forth in this Article IX8, the Stockholders, Stockholders and holders of Options shall severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreementsPortion (as defined below), shall indemnify and not jointly, indemnify, defend each of Parent and hold Purchaser and its Affiliates and each of their respective stockholders, partners, affiliates, officers, directors, employees, agents, successors and assigns (Purchaser and such persons are collectively hereinafter referred to as "Purchaser Indemnified Persons"), harmless from and against any and all losses, liabilities, damages, claims, diminution in value, expenses or deficiencies (including the Company Entitiesbut not limited to interest, penalties, fines, judgments, settlements, costs of preparation and investigation, costs incurred in enforcing this indemnity and reasonable attorneys' fees and expenses) and their respective Representatives (collectively, the “Parent Indemnitees”"Losses") againstthat Purchaser Indemnified Persons may suffer, and shall hold each of them harmless from and againstsustain, and shall pay and reimburse each of them for, any and all Losses incurred incur or sustained by, or imposed upon, the Parent Indemnitees based upon, become subject to arising out of, with respect to of or by reason of: due to: (ai) any inaccuracy in or breach of any representation of NDC or the representations or warranties of the Company contained Stockholder Representative in this Agreement or in the NDC Disclosure Schedule and in any certificate delivered pursuant to the Escrow Agreement; (ii) the breach of any warranty of NDC or instrument delivered by or on behalf of the Company, the Stockholder Representative in this Agreement or the NDC Disclosure Schedule and in any Stockholder certificate delivered pursuant to this the Escrow Agreement; ; (biii) any breach, violation or the non-fulfillment of any covenant, agreement or other obligation of NDC under this Agreement; and (iv) the indemnification provisions contained in the NDC/Asante Letter. A Stockholder's or Option holder's "Pro Rata Portion" shall be equal to be performed the quotient obtained by dividing (x) the Company Entities (if before or at sum of the Closing), the Stockholder Representative (if after the Closing), or any amount payable to such Stockholder pursuant to Section 2.5.2(a) of this Agreement or in any certificate or instrument delivered by or on behalf of plus the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating amount payable to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) Option holder pursuant to Section 5.09; or 2.5.2(b) of this Agreement (gwhich amount shall include the amount of any Option Withholding attributable to such Option) any Transaction Expenses or Closing Indebtedness to by (y) the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationAggregate Payment Amount.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXSection 9, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent the Company and its Affiliates (including the Company Island Entities) and their respective Representatives (collectively, the “Parent 4Front Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent 4Front Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of the Company Island contained in this Agreement Agreement, any Ancillary Document or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder Island pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (bii) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Island Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (ciii) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or consideration payable hereunder (including with respect to the calculations and determinations set forth on allocation of such consideration as among the Consideration Spreadsheet (and any allocations in respect thereofStockholders); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (eiv) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (fv) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09Indemnified Taxes; or (gvi) any Transaction Expenses or Closing Indebtedness Indebtedness, to the extent not paid or satisfied by the Company Island at or prior to the Closing, or if paid by Parent or Merger Sub at or prior accounted for pursuant to the Closing, to the extent not deducted in the determination Section 3 of Closing Merger Considerationthis Agreement.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXVIII, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent Holdings and its Affiliates (including Holdings and the Company EntitiesCompany) and their respective Representatives (collectively, the “Parent Holdings Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Holdings Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder Company pursuant to this AgreementAgreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any certificate such breach, violation or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder failure shall be pursuant to this AgreementArticle VI); (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof)Spreadsheet; (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (ge) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent Holdings or Merger Sub at or prior to the Closing; (f) the PPP Loans, including, without limitation, any non-compliance with the PPP Loans or with the CARES Act, any litigation arising in respect thereof or in relation thereto, any audit, review or investigation pertaining to the extent not deducted in the PPP Loans, and any retroactive determination of Closing Merger Considerationineligibility with respect to the PPP Loans or reversal of forgiveness granted in respect thereof.

Indemnification by Stockholders. (a) From and after the Closing, subject to the other terms and conditions of this Article IXEffective Time, the Stockholders, severally jointly and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements)severally, shall hold harmless and indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless Indemnitees from and against, and shall pay compensate and reimburse each of them the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and all Losses incurred which arise from or sustained byas a result of, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to are directly or by reason of: indirectly connected with: (ai) any inaccuracy in or breach of any representation or warranty set forth in Article 2 or in the Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (ii) any breach of the representations any covenant or warranties obligation of the Company contained or any of the Stockholders (including without limitation the covenants set forth in this Agreement or in Article 4); (iii) any certificate or instrument delivered by or on behalf amounts payable to any holders of the Company, 's capital stock who exercise dissenters' appraisal or comparable rights as provided in the Stockholder Representative or IBCA; (iv) any Stockholder pursuant to liability for a Tax resulting from the transactions contemplated by this Agreement;; (v) any liability arising from (A) any Legal Proceeding listed in Part 2.19 of the Disclosure Schedule or (B) any of the exceptions to the representations and warranties contained in Section 2.3 as disclosed in Part 2.3 of the Disclosure Schedule; (vi) any liability in connection with or arising from fees and expenses incurred by the Company as described in Section 9.3 which exceeds $40,000; (vii) any liability in connection with or arising from any failure of the minute books of the Corporation to be accurate, up-to-date and complete in all material respects, and maintained in accordance with prudent business practices; or (viii) any Legal Proceeding relating to any inaccuracy, breach, Tax or liability of the type referred to in clause (i), (ii), (iii), (iv), (v), (vi) or (vii) above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Article 8). (b) The Stockholders acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any breach, violation Damages (i) as a result of or non-fulfillment in connection with any inaccuracy in or breach of any covenantrepresentation, agreement warranty, covenant or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing)obligation, or (ii) as a result of any Stockholder pursuant to liability for a Tax resulting from the transactions contemplated by this Agreement or in Agreement, then (without limiting any certificate or instrument delivered by or on behalf of the Companyrights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the Stockholder Representative stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or any Stockholder pursuant to this Agreement;breach. (c) The Stockholders' obligation to indemnify and hold harmless hereunder shall apply only if and to the extent the aggregate amount of Damages to the Indemnitees, other than Damages described in Section 8.2(c)(i), exceeds $100,000 less any claim made amount up to a maximum of $5,000 which is paid by any Stockholder relating Parent for due diligence in connection with the contract non-contravention opinion to such Person’s rights be issued by the Company's counsel as described in Section 9.3(d). Notwithstanding the above, (i) the Stockholders' obligation to indemnify and hold harmless with respect to any Damages to Indemnitees in connection with or arising from exceptions to the Total Merger Consideration, or the calculations representations and determinations set forth on the Consideration Spreadsheet (and any allocations warranties contained in respect thereof); (dSection 2.3(b) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment as disclosed in Part 2.3(b) of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness Disclosure Schedule shall apply only if and to the extent not paid the aggregate amount of such Damages to Indemnitees exceeds $200,000; and (ii) the liability of the Stockholders with respect to any Damages to Indemnitees arising from Sections 2.3, 2.5, 2.9, 2.15(a), 2.16, 2.19 (including liabilities arising from Legal Proceedings listed on Part 2.19 or satisfied by the Company at or prior Disclosure Schedule), 2.20, 2.21(a), 2.21(b), 2.22, 4.9 and 9.3, pursuant to this Section 8.2 shall apply from the Closingfirst dollar of such Damages to Indemnitees and shall be determined separately from, or if paid by Parent or Merger Sub at or prior to and in addition to, any other liabilities of the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationStockholders hereunder.

Indemnification by Stockholders. From (a) The Stockholders holding Non-Plan Shares and the Optionholders hereby agree that from and after the ClosingClosing they shall jointly and severally indemnify, subject to the other terms defend and conditions of this Article IXhold harmless Parent, the Stockholders, severally Surviving Corporation and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Parent Indemnified Parties” and, collectively with Seller Indemnified Parties (as defined in Section 9.3(a), the “Indemnified Parties”) from, against and in respect of any losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable attorneys’ fees, and reasonable out-of-pocket disbursements) (collectively, the “Parent IndemniteesLosses”) againstimposed on, and shall hold each of them harmless from and againstsustained, and shall pay and reimburse each of them for, any and all Losses incurred or sustained suffered by, or imposed uponasserted against, any of Parent Indemnified Parties, whether in respect of third party claims, claims between the Parent Indemnitees based uponparties hereto, or otherwise, directly or indirectly relating to, arising out ofof or resulting from (i) subject to Section 9.2(b), any breach or inaccuracy of any representation or warranty made by the Principal Stockholders or Phoenix set forth in this Agreement or any document delivered pursuant to this Agreement; it being understood that for purposes of this Section 9.2(a) any qualifications as to materiality or Material Adverse Effect shall be disregarded for purposes of determining whether such representation or warranty was breached and the Losses in connection therewith; (ii) any breach of any covenant or agreement of the Principal Stockholders or Phoenix contained in this Agreement to be performed before or, with respect to or by reason of: the Principal Stockholders only, after the Closing Date; (aiii) any inaccuracy the matters set forth in or breach of any Section 9.2(a)(iii) of the representations or warranties Disclosure Schedule; (iv) the exercise by Dissenting Stockholders of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s appraisal rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment pursuant to Section 262 of the Stockholder RepresentativeDGCL, including all costs and expenses incurred by a Parent Indemnified Party directly or any indemnification indirectly relating to, arising out of or other obligations resulting from the exercise by Dissenting Stockholders of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid their rights to the holders require an appraisal of their Dissenting Shares, including and any interest required amounts in excess of the Share Consideration paid by a Parent Indemnified Party to a Dissenting Stockholder; (v) those certain Executive Employment Agreements entered into by the Company with each of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ in excess of the amounts deducted under the calculation of the Purchase Price; (vi) the matters set forth in Section 9.2(a)(vi) of the Disclosure Schedule and (vii) the matter set forth in Section 9.2(a)(vii) of the Disclosure Schedule. (b) Except with respect to any Losses incurred in connection with any breach or inaccuracy of any representation or warranty contained in Sections 3.1 through 3.3, Section 4.1, Section 4.2 (but only with respect to title or ownership), Section 4.3, Section 4.7(b), Section 4.7(c), Section 4.8(c), Section 4.10 (but only with respect to title or ownership), Section 4.11 (but only with respect to title or ownership), Section 4.21, Section 4.23, Section 4.24, Section 4.25 and Section 4.30, Stockholders holding Non-Plan Shares and the Optionholders shall not be paid thereonliable to Parent Indemnified Parties for any Losses with respect to the matters contained in Section 9.2(a)(i) unless (i) the Losses therefrom exceed an aggregate amount equal to $750,000 (the “Threshold“); (ii) if such Losses in the aggregate exceed the Threshold, that then the Stockholders holding Non-Plan Shares and the Optionholders shall be liable for the full amount of such Losses but only to the extent such aggregate Losses are in excess of what the amount of the Threshold, and provided that the Stockholders holding Non-Plan Shares and the Optionholders shall not be liable for such holders would have received hereunder had Losses in excess of $22,200,000, and (iii) the Stockholders holding Non-Plan Shares and the Optionholders shall only be liable with respect to claims for indemnification made on or before the last day of the applicable Survival Period. (c) In no event shall any Stockholder holding Non-Plan Shares or Optionholder, other than a Principal Stockholder, be liable to Parent Indemnified Parties under this Section 9.2 or under Section 6.9 for any Loss that exceeds such holders not been holders Stockholder’s portion of Dissenting Sharesthe Aggregate Stockholder Escrow Amount or such Optionholder’s portion of the Aggregate Optionholder Escrow Amount, plus any reasonable expenses incurred and such Parent Indemnified Parties’ sole remedy against Stockholders holding Non-Plan Shares and Optionholders (other than the Principal Stockholders) for such liability shall be from funds held by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationEscrow Agent.

Indemnification by Stockholders. From and after the Closing, subject to the other terms and conditions of this Article IXSections 12.4 through 12.6, the StockholdersStockholders shall, severally and not jointly (in accordance with their Pro Rata Sharesjointly, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to indemnify and hold harmless the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representationsIndemnified Parties, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses suffered or incurred by any such party by reason of or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason ofof any of the following: (a) any inaccuracy in or the breach by the Company of any representation or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the representations breach or warranties non-fulfillment of any covenant or agreement of the Company contained in this Agreement or in any certificate document or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to in connection with this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreementother Transaction Documents; (c) any claim made or demand by any Person (other than a Stockholder relating to such Person’s rights the extent of his, her or its Stockholder Ownership Percentage) asserting any equity interest in the Company; provided that with respect to the Total Merger Consideration, or the calculations and determinations matter set forth on Schedule 5.9 hereto involving ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (AAA Arbitration No. 11-160-00591-2) the Consideration Spreadsheet (and any allocations indemnification set forth in respect thereof)this Section 12.(c) shall be limited to Losses that are specifically attributed to claims for equity interests in the Company as evidenced by the findings of fact or conclusions of law of a court of competent jurisdiction or arbitrator; (d) any claims the matter disclosed on Schedule 12.2(d), regardless of whether such matter (i) represents a failure of any Stockholder under representation or warranty contained in any Transaction Document to be true and correct when made or deemed made or (ii) represents a breach of any warranty, covenant or agreement of the Stockholders Agreement Company or any claims of Owner contained in any Stockholder that the appointment of the Stockholder Representative, Transaction Documents or (iii) was disclosed to Parent in any indemnification Transaction Document or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder;otherwise; or (e) the matter disclosed on Schedule 12.2(e), regardless of whether such matter (i) represents a failure of any amounts paid to the holders of Dissenting Shares, including representation or warranty contained in any interest required Transaction Document to be paid thereontrue and correct when made or deemed made or (ii) represents a breach of any warranty, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out covenant or agreement of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent Company or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) Owner contained in any Transaction Expenses Documents or Closing Indebtedness (iii) was disclosed to the extent not paid Parent in any Transaction Document or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Considerationotherwise.

Indemnification by Stockholders. From and after the Closing, subject Each Stockholder severally agrees to the other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent hold harmless Zoll and its Affiliates (including the Company Entities) Merger Sub and their respective Representatives directors, officers, agents, affiliates and employees (each a "Zoll Indemnified Party") from and against any and all claims, actions, suits, liabilities, losses, damages, and expenses of every nature and character whether accrued, absolute, contingent or otherwise (including, but not by way of limitation, all reasonable attorneys' fees incurred by Zoll or Merger Sub and all amounts paid by it in settlement of any claim, action, suit or liability) (collectively, the “Parent Indemnitees”) againsta "Claim"), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred which arise or sustained by, result directly or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or indirectly by reason of: (ai) Any error, misstatement or omission in any inaccuracy in representation or breach of any of the representations or warranties of warranty made by the Company contained or any Stockholder in this Agreement Agreement, any Schedule or exhibit hereto, or in any certificate document or instrument delivered by provided for herein or on behalf of the Company, the Stockholder Representative furnished or any Stockholder pursuant to be furnished to Zoll or Merger Sub in connection with this Agreement; (bii) any breach, violation Any breach of or non-fulfillment default in performance of any covenantof the covenants, agreement agreements or obligation to be performed other undertakings of the Company or any Stockholder; (iii) Inadequate reserves on the Base Balance Sheet for any Product or service of the Company produced or furnished by the Company Entities (if before on or at prior to the Closing), ; and (iv) Any action or inaction by the Stockholder Representative (if after the Closing), Company or any Stockholder pursuant to this Agreement event, circumstance or in any certificate condition occurring or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights existing with respect to the Total Merger ConsiderationCompany on or prior to the Closing; provided, or however, that (A) the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims indemnification obligation of any Stockholder under the Stockholders Agreement or any claims hereunder shall be limited to the lessor of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (eA) $12,000,000 less any amounts paid to the holders Zoll Indemnified Parties pursuant to the indemnification provisions of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred the LLC Purchase Agreement executed by the Parent Indemnitees arising out parties hereto and Pinpoint Properties Management, LLC of even date herewith (the exercise of such appraisal or dissenters’ rights; "LLC Purchase Agreement") (fthe "Indemnity Cap") any amounts paid or required to and (B), if the Stockholders unanimously determine in their discretion, the Indemnity Cap shall be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or fully satisfied by the remittance to Zoll of 425,000 Zoll Common Shares in the aggregate, provided, however, that such limitations shall not apply to indemnification claims relating to or arising from a breach of any representation or warranty set forth in Sections 5.3, 5.4, 5.6, 6.1 and 6.2; (B) each Stockholder shall only be liable for his pro rata share of the total indemnification obligation (such pro rata share constituting the equivalent of each Stockholder's ownership percentage in the Company at or just prior to the Closing, or if paid by Parent or Merger Sub at or prior ); (C) the obligation to pay any amounts due hereunder shall not commence until Buyer has registered one-half of the Zoll Common Shares pursuant to the Closingterms of this Agreement and the Registration Rights Agreement, though the obligation to pay such amounts shall accrue irrespective of such registration or lack thereof; and (D) the extent not deducted in indemnification obligation hereunder shall terminate twelve (12) months after the determination date such obligation commences, except that Claims relating to or involving tax matters shall expire on the date three months after the applicable statute of Closing Merger Considerationlimitations relating thereto. In the event the Stockholders determine to satisfy their indemnification obligations with Zoll Common Shares, such stock shall be valued at the closing price of the Zoll Common Shares on the date Zoll notifies the Stockholders of the existence of the relevant Claim.

Indemnification by Stockholders. From The Parent, the Surviving Corporation and after their respective affiliates, officers, directors, employees and representatives shall be indemnified and held harmless by the ClosingStockholders from and against any and all losses, subject debts, liabilities, damages, obligations, claims, demands, payments, judgments or settlements of any nature or kind, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise) relating thereto and including any such losses and the like relating to the other terms and conditions payment of this Article IXTaxes (collectively, "LOSSES"), including any Losses relating to Third Party Claims (as defined in Section 8.2(a) hereof), arising out of or resulting from: (i) any breach of any representation, warranty, covenant, or agreement by the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth Company or any Stockholder contained herein or in any Ancillary Closing Document, or made pursuant to this Agreement or any Closing Document; or (ii) not withstanding any disclosure contained in the Company Disclosure Schedule, any (A) violation of or liability under any Environmental Law by the Company (or the Surviving Corporation) or for all breaches which any of them is otherwise responsible, or defaults (B) the existence of any individual Stockholder’s representations, warranties, covenants Hazardous Materials at (or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (amigration to) any inaccuracy in or breach of location that at any of the representations or warranties time gives rise to any obligation of the Company contained (or the Surviving Corporation) under the Environmental Laws as in this Agreement effect on the Closing Date to investigate or in any certificate remediate, or instrument delivered to pay for investigation or remediation; but only if and to the extent such violation occurred or began or such liability arose, or such Hazardous Materials were at or migrating to such location or were disposed of by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect prior to the Total Merger ConsiderationClosing Date (and, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Sharesextent any such condition continued or worsened following the Closing Date, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by until the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates subsidiaries discovered such condition and had a reasonable opportunity to halt or eliminate such condition) (including the Surviving Corporation) pursuant to Section 5.09all Losses described by this clause (ii), "ENVIRONMENTAL LOSSES"); or (giii) notwithstanding any Transaction Expenses disclosure contained the Company Disclosure Schedule, any liability or Closing Indebtedness expense of the Company (or the Surviving Corporation or the Parent) with respect to those security interests disclosed in Part II (but excluding Part I) of Section 2.24 of the extent not paid or satisfied Company Disclosure Schedule, and including any expense incurred by the Company at (or prior the Surviving Corporation or the Parent) in terminating any such security interest; or (iv) notwithstanding any disclosure contained in the Company Disclosure Schedule, any liability or expense of the Company (or the Surviving Corporation or the Parent) with respect to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination Stock Pledge Agreements. 37 Agreement and Plan of Closing Merger Consideration.Merger

Indemnification by Stockholders. From and after To the Closingextent permitted by law, subject to the other terms and conditions of this Article IX, the Stockholderseach Stockholder, severally and not jointly jointly, will indemnify and hold harmless the Company, its successors and assigns, its officers and directors, any underwriter (as defined in accordance the 1933 Act) with their Pro Rata respect to the Registrable Shares, provided thatand each person, notwithstanding anything if ▇▇▇, ▇▇o controls the Company or any such underwriter within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages, liabilities or actions (joint or several) to which they may become subject under the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements1933 Act, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach 1934 Act or default of any such representations, warranties, covenants other federal or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based uponstate law, arising out ofof or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the context in which made, not misleading; provided that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Stockholder expressly for use in such registration by such Stockholder, or (ii) the failure of a Stockholder with respect to the Registrable Shares held by such Stockholder at or prior to the written confirmation of the sale of the Registrable Shares held by reason of: such Stockholder to send or arrange delivery of a copy of a prospectus (aor the prospectus as amended or supplemented) timely provided to the Stockholders by the Company to the person asserting any inaccuracy such loss, claim, damage, liability or action who purchased the Registrable Shares that are the subject thereof. Such Stockholder will reimburse the Company and each such successor, assign, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or breach defending any such loss, claim, damage, liability, or action. Such indemnity shall remain in full force and effect regardless of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered investigation made by or on behalf of the Company, the Stockholder Representative Company or any Stockholder pursuant to this Agreement; (b) any breachsuch successor, violation assign, officer, director, underwriter or non-fulfillment controlling person and shall survive the transfer of any covenant, agreement or obligation to be performed the Registrable Shares by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration.

Indemnification by Stockholders. From To the extent permitted by law, each Stockholder will, if securities held by such Stockholder are included in the securities as to which such registration, qualification or compliance is being effected pursuant to terms hereof, indemnify the Company, each of its directors and after officers, each underwriter, if any, of the ClosingCompany’s securities covered by such a registration statement, subject each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other person selling the Company’s securities covered by such registration statement, each of such person’s officers and directors and each person controlling such persons within the meaning of Section 15 of the Securities Act, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or such Stockholder’s failure to provide a prospective transferee with a current copy of the registration statement or prospectus which registration statement or prospectus would have cured to the defect giving rise to such claim, loss, damage, liability or expense, or any violation by a holder of Registrable Securities of any rule or regulation promulgated under the Securities Act applicable to such Stockholder and relating to action or inaction required of such Stockholder in connection with any such registration, qualification or compliance, and will reimburse the Company, such other terms and conditions of this Article IXpersons, the Stockholderssuch directors, severally and not jointly (officers, persons, underwriters or control persons for any legal or other expenses reasonably incurred in accordance connection with their Pro Rata Sharesinvestigating or defending any such claim, provided thatloss, notwithstanding anything damage, liability or action, in each case to the contrary set forth extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Stockholder specifically for use therein; provided, however, that the indemnity contained herein shall not apply to amounts paid in settlement of any claim, loss, damage, liability or expense if settlement is effected without the Stockholder’s consent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, each Stockholder’s liability under this subsection (b) shall be limited to an amount equal to the net proceeds from the sale of the shares sold by the Stockholder, unless such liability arises out of or is based on willful conduct by the Stockholder. In addition, insofar as the foregoing indemnity relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the final prospectus filed pursuant to applicable rules of the Commission or in any Ancillary Document, for all breaches supplement or defaults of any individual Stockholder’s representations, warranties, covenants or agreementsaddendum thereto, the indemnification obligations of each Stockholder indemnity agreement herein shall not inure to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties benefit of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf underwriter if a copy of the Company, the Stockholder Representative or any Stockholder final prospectus filed pursuant to this Agreement; (b) any breachsuch rules, violation or non-fulfillment of any covenanttogether with all supplements and addenda thereto, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect was not furnished to the Total Merger Considerationperson or entity asserting the loss, liability, claim or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company damage at or prior to the Closing, time such furnishing by the Company or if paid such underwriter is required by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationSecurities Act.

Indemnification by Stockholders. From (a) Each Stockholder, jointly and after the Closing, severally (subject to the other terms and conditions subsection (b) of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreementsSection 7.1), shall agree to defend, indemnify and defend each of hold Buyer, Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectivelysubsidiaries and affiliates and persons serving as officers, the “Parent Indemnitees”) againstdirectors, partners or employees thereof and shall hold each any person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred Claims (as defined in Section 1.2 hereof), and any diminution in value of the Subject Assets or the Business (it being understood that the consideration paid for the Subject Assets hereunder shall not be presumed to be the value of the Business), whether or not arising out of third-party claims and including all reasonable amounts paid in investigation, defense or settlement of the foregoing, which may be sustained by, or imposed upon, the Parent Indemnitees suffered by any of them based upon, arising out of, with respect to or by reason ofof or otherwise in respect of or in connection with: (ai) any inaccuracy in or breach of any representation or warranty made by Seller or either Stockholder in this Agreement, or in any Schedule or exhibit to this Agreement or any certificate or other document delivered in connection with the consummation of the representations transactions contemplated by this Agreement (collectively, "Buyer Representation and Warranty Claims"); (ii) any breach of any covenant or warranties of the Company contained agreement made by Seller or either Stockholder in this Agreement or in any Schedule or exhibit to this Agreement or any certificate or instrument other document delivered by or on behalf in connection with the consummation of the Company, the Stockholder Representative or any Stockholder pursuant to transactions contemplated by this Agreement; (biii) any breach, violation Claim relating to the business or non-fulfillment operations of any covenant, agreement or obligation to be performed by Seller other than the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this AgreementBusiness; (civ) any claim made by any Stockholder Claim (other than the Contract Liabilities) relating to such Person’s rights the operations and assets of the Business which arises in connection with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims basis of any Stockholder under the Stockholders Agreement events, acts, omissions, conditions or any claims other state of any Stockholder that the appointment of the Stockholder Representative, facts occurring or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at existing on or prior to the ClosingClosing Date (including, in each case, without limitation, any Claim relating to or if paid by Parent associated with the products or Merger Sub at services of the Business sold or provided on or prior to the Closing Date, tax matters, pension and benefits matters, any failure to comply with applicable laws and/or permitting or licensing requirements, any matters involving ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and environmental and worker health and safety matters (provided that Efessiou and not Angelides agrees to indemnify Buyer and Parent for any Claim related to matters involving ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇); and (v) any liability of Seller other than the Contract Liabilities. The rights of Buyer Indemnified Parties to recover indemnification in respect of any Claim arising under clause (ii), (iii), (iv), or (v) of this Section 7.1(a) shall not be limited by the fact that such Claim may also constitute a Buyer Representation and Warranty Claim, it being understood that the preceding clause shall not be interpreted so as to allow two separate remedies. (b) The rights of Buyer Indemnified Parties to recover indemnification under this Section 7.1 shall be subject to the following limitations: (i) No indemnification shall be payable by Seller or a Stockholder with respect to Buyer Representation and Warranty Claims or Claims arising under Sections 7.1(a)(ii) unless the total of all amounts payable pursuant to this Section 7.1 shall exceed $25,000 in the aggregate, whereupon the total amount of such Claims shall be recoverable in accordance with the terms thereof; provided, however, that such $25,000 limitation shall not apply with respect to Claims involving fraud or intentional misrepresentation and provided further that any claim brought under Sections 7.1(a)(iii) or 7.1(a)(iv) above shall not be subject to such limitation if they are also Buyer Representation and Warranty Claims; and; (ii) All rights to indemnification with respect to Buyer Representation and Warranty Claims shall expire on the third anniversary of the Closing Date, except that Buyer Representation and Warranty Claims relating to or involving fraud or tax matters shall survive until and shall expire on the date three months after the termination of the applicable statute of limitations relating thereto. Notwithstanding the preceding sentence, if on or prior to the third anniversary of the Closing Date a specific state of facts shall have become known which may give rise to a claim for indemnification under Section 7.1(a)(i) and a Buyer Indemnified Party shall have given written notice of such facts known by such Buyer Indemnified Party at such time to Seller and Stockholder, then the right to indemnification with respect thereto shall remain in effect without regard to when such matter shall be finally determined and disposed of. All rights to indemnification under this Section 7.1 with respect to claims arising under Section 7.1(a)(ii), 7.1(a)(iii), 7.1(a)(iv) and 7.1(a)(v) shall, except as they may otherwise be extended, survive until and shall expire on the date three months after the termination of the applicable statute of limitations relating thereto. The limitations herein with respect to Buyer Representation and Warranty Claims and claims arising under Sections 7.1(a)(ii), 7.1(a)(iii) and 7.1(a)(iv) shall not limit the rights of any Buyer Indemnified Party with respect to any other claims under this Section 7.1; and (iii) Notwithstanding anything contained in this Section 7.1 to the contrary, Seller and Stockholder shall not be required to indemnify Buyer Indemnified Parties with respect to Buyer Representation and Warranty Claims or Claims arising under Section 7.1(a)(ii) in an aggregate amount in excess of $8,660,000 plus any Contingent Payment actually made (together, the "Indemnity Cap"), except with respect to claims relating to or involving fraud or tax matters, as to which no such limit shall apply. Until the first anniversary of the Closing, each Stockholder may satisfy his or her indemnification obligations to Buyer Indemnified Parties by delivery of shares of Parent Stock to the extent not deducted in relevant Buyer Indemnified Party having a value equal to such indemnification obligations, such value per share to be determined by taking the determination average of Closing Merger Considerationthe closing price on the NASDAQ National Market System for the Parent's stock for the thirty (30) trading days immediately prior to the receipt of such stock by the Buyer Indemnified Party.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions limitations of this Article IXSection 11.11, the StockholdersStockholders shall jointly and severally indemnify, severally defend and not jointly (in accordance with their Pro Rata Shareshold harmless Clarant, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreementsNewco, the indemnification obligations of each Stockholder to Company, and the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) Surviving Corporation and their respective Representatives officers, directors, employees, agents, representatives and Affiliates (collectivelyother than the Stockholders) (each, the “Parent Indemnitees”) againsta "Clarant Indemnified Party"), at all times from and shall hold each of them after this Agreement harmless from and against, and shall promptly pay and to a Clarant Indemnified Party or reimburse each of them a Clarant Indemnified Party for, any and all Losses incurred or sustained byliabilities, obligations, deficiencies, demands, claims, suits, actions, or imposed uponcauses of action, assessments, losses, costs, expenses, filing fees, interest, fines, penalties, or damages or costs or expenses of any and all investigations, proceedings (including appeals, arbitration and mediation), judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts) (individually and collectively, the Parent Indemnitees based upon, "Losses") sustained or incurred by any Clarant Indemnified Party resulting from or arising out of, with respect to or by reason of: of (a) any inaccuracy in or breach of any of the representations or and warranties of the Stockholders or the Company contained in this Agreement or in any certificate or instrument delivered by set forth herein or on behalf of the Companyschedules, the Stockholder Representative exhibits or any Stockholder pursuant to this Agreement; certificates delivered in connection herewith, (b) any breach, violation or non-fulfillment breach of any covenant, covenant or agreement on the part of the Stockholders or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to under this Agreement; , (c) any claim made by liability under the 1933 Act, the 1934 Act, or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any Stockholder untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to Clarant or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such Person’s rights with respect statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Total Merger Consideration, Company or the calculations and determinations set forth on Stockholders required to be stated therein or necessary to make the Consideration Spreadsheet (and any allocations in respect thereof); statements therein not misleading, (d) any claims Claim or Action arising out of or relating to any Stockholder under purchase or redemption of Company Stock, Convertible Securities or Options by the Stockholders Agreement or any claims Company prior to the date of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; Agreement; (e) any amounts paid except to the holders of Dissenting Sharesextent reserved for (other than as a deferred Tax item) on the most recent financial statements provided pursuant to Section 7.9, including any interest required to be paid thereonor if no such financial statements are provided, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out Company Financial Statements dated as of the exercise Balance Sheet Date, any liability of such appraisal the Company or dissenters’ rights; any Subsidiary for Taxes for any Pre-Closing Period; or (f) any amounts paid matter identified on SCHEDULE 11.1(F); provided, however, (i) that in the case of any indemnity arising pursuant to clause (c) such indemnity shall not inure to the benefit of Clarant, Newco, the Company or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness Corporation to the extent not paid that such untrue statement (or satisfied by the Company at or prior to the Closingalleged untrue statement) was made in, or if paid by Parent omission (or Merger Sub at alleged omission) occurred in, any preliminary prospectus and the Stockholders provided in writing corrected information to Clarant counsel and to Clarant for inclusion in the final prospectus, and such information was not so included or prior properly delivered, and (ii) that no Stockholder shall be liable for any indemnification obligation pursuant to the Closing, this Section 11.1 to the extent not deducted in the determination attributable to a breach of Closing Merger Considerationany representation, warranty or agreement made herein individually by any other Stockholder.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IXSection 5.5, the StockholdersStockholders agree to indemnify, severally defend and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of hold harmless Parent and its Affiliates (including the Company Entities) Merger Subsidiary, and their respective Representatives (collectivelydirectors, the “Parent Indemnitees”) againstofficers, employees, agents and shall hold each of them harmless Affiliates, from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained byDamages asserted against, or relating to, imposed upon, the Parent Indemnitees based uponsuffered or incurred by Parent, arising out Merger Subsidiary, or their respective officers, directors, employees, agents and Affiliates, in connection with enforcing their indemnification rights pursuant to this Section 5.2 by reason of or resulting from (i) any untrue representation of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of warranty by, the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf part of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; , and (bii) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed by undertaking of the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate part of this Agreement, (iii) any Product Liability Claim or instrument delivered by or on behalf of other third party claim relating to the Company, whether presently in existence or arising hereafter from acts, events, conditions or circumstances existing or occurring on or before the Stockholder Representative Effective Time, regardless of whether such Product Liability Claim or third party claim arises out of or constitutes a breach of any representation, warranty or covenant in this Agreement, (iv) any Liabilities for Taxes of the Company or any Stockholder respective predecessor in interest with respect to any Tax period or portion thereof ending on or before the Effective Time, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, (v) any incremental compensation Liabilities that are owed to employees, consultants or other representatives and agents of the Company that arise out of or are related to any of the Contingent Merger Consideration, (vi) any Liabilities directly or indirectly arising out of, resulting from or in connection with the Company’s Severance Benefit Plan and Retention Plan, (vii) any payments made to Dissenting Stockholders pursuant to the DGCL or CCC in excess of the Merger Consideration per share of Senior Stock held by Dissenting Stockholders, and (viii) any tax, fee, or other like obligation in excess of USD $2,500.00 imposed by the hospital located in Guadalajara, Mexico that was used in the Company’s clinical trials as such is further described in Section 2.7.c of the Disclosure Schedules to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Consideration.

Indemnification by Stockholders. From (a) Stockholders will jointly ------------------------------- and after the Closingseverally indemnify and/or defend and/or hold harmless Buyers, subject to the other terms their successors and conditions of this Article IXassigns, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (ai) all losses, damages, liabilities, deficiencies or obligations of or to any Company (including, without limitation, any undisclosed or under reserved, contingent liabilities, referred to in Section 2.10.2), Buyers or any such other indemnified person resulting from or arising out of (A) any inaccuracy in material misrepresentation or breach of warranty or any material non-performance or breach of any of the representations or warranties of the Company representation contained in this Agreement or in any certificate or instrument delivered by or on behalf additional agreements; (B) the ownership of the CompanyShares, the Stockholder Representative ownership or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment operation of any covenant, agreement or obligation to be performed by the each Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger ConsiderationAssets, or the calculations and determinations set forth on the Consideration Spreadsheet (and control, management or operations of each Company Business, whether known or unknown, asserted or unasserted, now existing or arising at any allocations in respect thereof); (d) time including, without limitation, fines or forfeitures imposed or threatened to be imposed by any claims authority for any operation of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company Business at or prior to the ClosingClosing Date which was not in material compliance with applicable rules, or if paid by Parent or Merger Sub for any operation at or prior to the ClosingClosing Date of any facility used in conjunction with the operation of any Company Business which was not in material compliance with said rules and any future, additional assessment imposed on Buyer or any Company or Subsidiary after the Closing Date by the Copyright Tribunal, the liability for which occurred prior to the extent not deducted Closing Date, but excluding any liabilities described in this Agreement; and (ii) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including, agreed to settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. No amounts of indemnity shall be payable under this paragraph (a) as a result of undisclosed or under reserved contingent liabilities referred to in Section 2.10.2, until and unless the amount of indemnification payable to Buyers hereunder (either individually or in the determination aggregate) exceeds two million United States Dollars (US$ 2,000,000). Any and all excess over such amount will make Stockholders liable for all amounts payable under this paragraph (including the US$ 2,000,000 referred to hereabove). The maximum aggregate amount of indemnity payable by Stockholders as a result of undisclosed or under reserved contingent liabilities referred to in Section 2.10.2, shall be fifteen million United States Dollars (US$ 15,000,000). (b) Stockholders will jointly and severally indemnify and/or defend and/or hold harmless Buyers, their successors and assigns, from and against all losses, damages, liabilities, deficiencies or obligations of or to any Company, Buyers or any such other indemnified person resulting from or arising out any claims, including courts costs and attorneys fees, made by employees of Construred S.A. for any injuries or damages suffered prior to the Closing Merger ConsiderationDate. Notwithstanding the foregoing, such indemnity obligation shall not extend to any claim by any employee of any of the Companies or Subsidiaries based on any -on -the- job illness or disease to be indemnified by the employer which has originated prior to the Closing Date if such claim is made by an employee whose employment has been terminated by such Company or Subsidiary after the Closing Date with or without legitimate cause. All other claims and monies payable will be faced exclusively by the pertinent employer.

Indemnification by Stockholders. From and after the Closing, subject Subject to the other terms and conditions of this Article IX, including the Cap (as defined below), the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entitiesand the Surviving Corporation) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder Company pursuant to this AgreementAgreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach, violation breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any certificate such breach, violation or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder failure shall be pursuant to this AgreementArticle VII); (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof);Statement; or (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Sharesdissenting shareholders, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting dissenting Shares, plus any reasonable expenses incurred by . The aggregate amount of all Losses for which the Parent Indemnitees arising out Stockholders shall be liable pursuant to this Section 9.02 shall not exceed the fair market value of (i) the Merger Share Consideration as of the exercise Closing Date (the “Cap”) and (ii) the Additional Consideration as of the date upon which such appraisal or dissenters’ rights; (f) any amounts consideration is paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by Stockholders. Notwithstanding any inconsistent provision in this Agreement, the Company at or prior liability of the Stockholders under this Agreement shall be limited to the Closingconveyance of shares of Parent Common Stock received as Merger Share Consideration or as Additional Consideration by such the Stockholders, which such shares shall be surrendered to Parent and cancelled in satisfaction of any such liability. The foregoing limitations shall apply regardless of the particular theory of liability, whether based in contract, tort or if paid by Parent or Merger Sub at or prior to otherwise, and shall constitute such the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationStockholders sole and exclusive liability under this Agreement.

Indemnification by Stockholders. From and after the Closing, subject (a) Subject to the other terms and conditions of limitations set forth in this Article IX, from and after Closing, Stockholders shall (severally in their pro rata portion based upon the Stockholders, severally percentage of the Merger Consideration to which they are entitled and not jointly jointly) indemnify and hold harmless Parent, Merger Sub and each of their respective Affiliates (in accordance with their Pro Rata Sharesincluding, provided thatfollowing the Effective Time, notwithstanding anything to the contrary set forth herein or in any Ancillary DocumentCompany, including, for all breaches or defaults the avoidance of any individual Stockholder’s representations, warranties, covenants or agreementsdoubt, the indemnification obligations Surviving Corporation), and the respective Representatives and Affiliates of each Stockholder to of the foregoing Persons (each, a “Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreementsIndemnified Person”), shall indemnify from, against and defend each in respect of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses Losses, whether or not involving a Third Party Claim, incurred or sustained bysuffered by Parent Indemnified Persons or any of them as a result of, or imposed upon, the Parent Indemnitees based upon, arising out of (i) any breach of, with respect to or inaccuracy in, any representation or warranty made by reason of: (a) any inaccuracy Stockholders or the Company in this Agreement or breach of any of the representations Transaction Agreements (“Warranty Breaches”) and (ii) any breach of covenant or warranties agreement of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment of any covenant, agreement or obligation to be performed Transaction Agreements by the Company Entities or the Stockholders. (if before a) Notwithstanding any other provision of this Agreement to the contrary, for the avoidance of doubt, Stockholders shall have no liability to any Parent Indemnified Person, or for any Losses attributable to (i) to the extent any such Tax actually reduces the Merger Consideration, any Taxes (excluding reserves for deferred Taxes) reflected as a liability on the Closing Balance Sheet; (ii) any Taxes that are attributable to any transaction outside of the Merger as contemplated in this Agreement that is entered into by Parent, Merger Sub, or their Affiliates or at the Closing)direction of Parent, the Stockholder Representative (if Merger Sub, or their Affiliates that occurs on or after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; Closing Date; and (ciii) any claim made by any Stockholder relating to such Person’s rights Taxes with respect to any taxable period beginning after the Total Merger Consideration, Closing Date or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims portion of any Stockholder under Straddle Period occurring after the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger ConsiderationDate.

Indemnification by Stockholders. From Each Stockholder agrees to indemnify, defend, save and after hold harmless CORE, its subsidiaries, DRMS, and any person serving as an officer, director, agent, counsel or employee of CORE, its subsidiaries or DRMS excluding, however the ClosingStockholders (each an "Indemnified Party" and all, subject to the other terms and conditions of this Article IX, the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares, provided that, notwithstanding anything to the contrary set forth herein or in any Ancillary Document, for all breaches or defaults of any individual Stockholder’s representations, warranties, covenants or agreements, the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against"Indemnified Parties"), but only to the extent and shall hold each on the terms provided and set forth in this Article VI. Each Stockholder hereby releases DRMS from any obligation of them harmless from and againstcontribution, and shall pay and reimburse each of them for, indemnity or the like relating to any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of:claims under this Article. (a) Each of the Stockholders shall separately indemnify, defend and hold CORE and the Indemnified Parties harmless as provided in this Article VI as to any inaccuracy in Loss with respect to, as a result of or involving: (i) any breach by such Stockholder of any of the representations representation or warranties of the Company contained warranty made by such Stockholder in this Agreement Section 2A.1 or in any certificate or instrument notice delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement with respect to such representations and warranties; or (ii) any breach by such Stockholder of any covenant or obligation of such Stockholder in this Agreement;. (b) any breachEach Stockholder shall indemnify, violation or non-fulfillment defend and hold CORE and the Indemnified Parties harmless as provided in this Article VI as to such Stockholder's Share of any covenantLoss with respect to, agreement as a result of or obligation involving any breach of a representation or warranty made by such Stockholder pursuant to be performed Section 2A.2 hereof or in any certificate or notice delivered by the Company Entities (if before or at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument notice delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (c) any claim made by any Stockholder relating to such Person’s rights Agreement with respect to the Total Merger Consideration, or the calculations such representations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof); (d) any claims of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Parent or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Merger Considerationwarranties.

Indemnification by Stockholders. From Subject to the terms of this ------------------------------- Article 10, Seller and the Stockholders (but after the Closingconsummation of the Merger, subject to the other terms and conditions of this Article IX, solely the Stockholders, severally and not jointly the Seller) shall, severally, but not jointly, indemnify, defend, save and hold harmless Parent, Merger Sub, Seller (after the consummation of the Merger) and their successors and assigns (collectively, the "Parent Indemnified Parties"), from and against any demands, claims (as defined in accordance Section 101 of the U.S. Bankruptcy Code), actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with their Pro Rata Sharesinterest and penalties, provided thatif any, notwithstanding anything awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the contrary set forth herein Parent Indemnified Parties that arise out of or in result from any Ancillary Document, for all breaches of the following (whether or defaults not a third party initiates the proceeding or claim giving rise to such Indemnifiable Damages): (a) any breach of any individual Stockholder’s of the representations, warranties, covenants or agreements, agreements made by Seller or the indemnification obligations of each Stockholder to the Parent Indemnitees shall be specific to such Stockholder Stockholders in breach or default of any such representations, warranties, covenants or agreements), shall indemnify and defend each of Parent and its Affiliates (including the Company Entities) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement; (b) any breach, violation or non-fulfillment breach of any covenantrepresentation, warranty, covenant or agreement made by Seller or obligation to be performed any Stockholder in a document, certificate or affidavit delivered by Seller or the Company Entities (if before or Stockholders at the Closing), the Stockholder Representative (if after the Closing), or any Stockholder pursuant to this Agreement or in any certificate or instrument delivered by or on behalf of the Company, the Stockholder Representative or any Stockholder pursuant to this Agreement;; or (c) any claim made by any Stockholder relating to such Person’s rights with respect to the Total Merger Considerationexpenses, charges, fees, or the calculations and determinations set forth on the Consideration Spreadsheet (and costs associated with any allocations in respect thereof); (d) any claims audit of any Stockholder under the Stockholders Agreement or any claims of any Stockholder that the appointment of the Stockholder Representative, or any indemnification or other obligations of such Stockholder under this Agreement or any Ancillary Document, is or was not enforceable against such Stockholder; (e) any amounts paid Seller for Taxes related to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares, plus any reasonable expenses incurred by the Parent Indemnitees arising out of the exercise of such appraisal or dissenters’ rights; (f) any amounts paid or required to be paid by Parent or any of its Affiliates (including the Surviving Corporation) pursuant to Section 5.09; or (g) any Transaction Expenses or Closing Indebtedness to the extent not paid or satisfied by the Company at or periods prior to the ClosingClosing Date, and any Taxes imposed as a result of any such audit, even though any such audit commences, or if paid by Parent or Merger Sub at or prior a party does not become aware of any such audit until, after the Closing Date. Any of the foregoing to the Closingcontrary notwithstanding, to the extent Stockholders' indemnification obligations in connection with the breach of any provision of Article 5 shall be several and not deducted in the determination of Closing Merger Considerationjoint.