Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. The Buyer agrees to hold harmless, defend, and indemnify the Seller and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively the “Seller Indemnified Parties”) from and against, and pay to the applicable Seller Indemnified Parties the amount of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of or relating to (individually, a “Loss” and collectively, the “Losses”): (a) the failure of any of the representations or warranties made by the Buyer in this Agreement to be true and correct in all respects at and as of the Closing Date; (b) the breach of any covenant or other agreement on the part of the Buyer under this Agreement; (c) any claims or demands against any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (as defined below); (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation of the Company after the Closing; (e) any claims or demands arising out of or relating to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008.

Indemnification by the Buyer. The Subject to the other provisions of this Section 7, the Buyer agrees to hold harmless, defend, indemnify and indemnify hold harmless the Seller Seller, the Other Affiliates and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, their respective successors and assigns (collectively individually, a "SELLER INDEMNITEE" and collectively, the “Seller Indemnified Parties”"SELLER INDEMNITEES"), against and in respect of: (i) from and against, and pay to the applicable Seller Indemnified Parties the amount of any and all losses, liabilitiesdamages, claimsdeficiencies or liabilities caused by, obligationsresulting or arising from any failure by the Buyer to perform or otherwise fulfill or comply with (A) if this Agreement is terminated, deficienciesany covenant, demandsundertaking, judgmentsagreement or obligation required to be performed, damages fulfilled or complied with by the Buyer prior to such termination, or (including incidental and consequential damages)B) if the Closing occurs, interestany covenant, finesundertaking, penaltiesagreement or obligation hereunder to be performed, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including fulfilled or otherwise complied with by the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of or relating to (individually, a “Loss” and collectively, Buyer after the “Losses”):Closing; (aii) the failure any breach of any of the representations and warranties of the Buyer set forth in Section 3(b)(v) and Section 3(b)(vi); (iii) if the Closing occurs, (y) any Other Taxes of the Companies attributable to (A) any Tax period (or warranties portion of any Tax period, including any Overlap Tax Period) beginning on or after the Effective Date, (B) the business, operations or activities of either or both of the Companies after the Effective Date, or (C) actions taken, omissions committed or elections made or not made by the Buyer or the Companies after the Effective Date, and (z) any Federal Income Taxes attributable to (A) the income, activities, transactions or operations of either or both of the Companies in this Agreement to be true and correct in all respects at and as respect of any Tax period (or portion thereof) after the Closing Date or (B) actions taken, omissions committed or elections made or not made by the Buyer or the Companies after the Closing Date; (biv) if the breach Closing occurs, any and all Liabilities of the Seller and its Affiliates assumed by the Buyer or any covenant or other agreement on the part Affiliate of the Buyer under pursuant to Section 5(n), or otherwise relating to the business, operations or activities of either or both of the Companies (unless specifically retained by the Seller pursuant to the express terms of this Agreement); (cv) if the Closing occurs, any and all Liability of either or both of the Companies (except to the extent (if any) that the Seller is required to (vi) those other matters as to which the Buyer agrees to indemnify or reimburse the Seller pursuant to Section 5(d), Section 5(g), Section 5(n), Section 5(p), Section 5(r) and Section 5(t), in each case, as and to the extent provided therein; and (vii) any claims and all actions, suits, proceedings claims, liabilities, demands, assessments, judgments, awards costs and expenses, including reasonable attorneys' fees (whether or demands not incurred by a Seller Indemnitee in connection with any action, suit, proceeding or claim against the Buyer hereunder), incident to any Seller Indemnified Party of the matters referred to in this Section 7(c) or the Buyer's indemnification obligations under this Section 7 arising out of or resulting as a result of, or relating to, the Buyer's sale, attempted sale or failure to sell Metal Powders to U.S. Bronze, ACuPowder or any other transferee or any other transaction, attempted transaction or failed transaction, by the Assumed Liabilities (as defined below); (d) Buyer or any claims of its Affiliates relating to either or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation both of the Company after Companies or any ownership interest in or assets of either or both of the Closing; (e) any claims or demands arising out of or relating to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008Companies.

Indemnification by the Buyer. The Buyer agrees to shall indemnify and hold harmless, defend, harmless the Sellers and indemnify the Seller and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, their successors and assigns (collectively the “Seller Indemnified Parties”) from assigns, against and againstin respect of, and pay to the applicable Seller Indemnified Parties the amount of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising Claims which may arise out of or relating to (individually, a “Loss” and collectively, any of the “Losses”):following: (a) the Any actual or alleged failure of the Company to discharge in a timely manner any of the representations or warranties made by the Buyer Liabilities disclosed in this Agreement to be true and correct in all respects at and as Section 2.2(h) of the Closing DateDisclosure Schedule; (b) the breach of any covenant Any misrepresentation or other agreement on breach or violation by the part Buyer of the Buyer under representations and warranties contained in this Agreement, the Buyer Documents or any Schedule or Exhibit hereto or thereto; (c) any claims or demands against any Seller Indemnified Party The operation of the Business from and after the Closing (except for Claims arising out from Liabilities not disclosed in Section 2.2(h) of or resulting to the Assumed Liabilities (as defined belowDisclosure Schedule); (d) Any claim not covered by insurance that any claims service performed or demands against any Seller Indemnified Party arising out product manufactured, distributed or sold by the Buyer, or any of its subsidiaries or resulting Affiliates, was defective or noncompliant with any express or implied warranty without regard to Buyer’s ownershipthe legal theory under which redress may be sought, leasei.e., use tort, breach of contract or operation of the Company after the Closingstrict liability; (e) Any of the following conditions or occurrences relating to the environment: (i) any claims clean-up, corrective removal or demands remedial actions, or property damage arising out of any condition existing after the Closing Date but not as of the Closing Date; (ii) third party claims for personal injury where the exposure, incident or relating occurrence out of which the Claim arises occurred after the Closing Date; (iii) fines or penalties on account of the ownership, use, condition or operation of any of the assets of the Company or any of the Subsidiaries by the Company or of any of its Affiliates, at any time from and after the Closing Date; or (iv) any liability to that certain Amended and Restated Supplymodify, License and Development Agreement between restore, change or improve any of the Seller and Digital Angel Corporation dated December 27, 2005, assets of the Company or of any Subsidiary as amended;they exist after the Closing Date in order to effectuate compliance with any applicable environmental law or order; or (f) Any breach or violation by the Buyer of the covenants and agreements contained in this Agreement, the Buyer Documents or any claims Schedule or demands arising out of Exhibit hereto or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008thereto.

Indemnification by the Buyer. The Buyer agrees to shall indemnify, defend and hold harmless, defend, and indemnify the harmless each Seller and its Affiliates, and its respective officers, directors, subsidiaries, affiliatesstockholders, employees, agents, attorneys, representatives, successors agents and assigns controlling Persons (collectively the “Seller "Sellers Indemnified Parties”" and, together with a Buyer Indemnified Parties, the "Indemnified Parties") from and against, against and pay to the applicable Seller Indemnified Parties the amount of shall reimburse any such party for any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including Losses to the costs of investigation and defense and attorneys’ and other professionals’ fees), whether extent arising from or not involving a third party claim arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):attributable to: (a) the failure of any of inaccuracy in the representations or and warranties made by the Buyer in this Agreement to be true and correct in all respects at and as of the Closing DateAgreement; (b) any failure of the breach of Buyer to perform or observe any covenant or other agreement on the part of to be performed or observed by the Buyer under pursuant to this Agreement; (c) any claims or demands against any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (as defined below); (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation of any of the Company Assets, or the manufacture, distribution, use or sale of the Product, after the Closing; (d) the Assumed Liabilities; (e) any claims or demands arising out amounts owing to New Buyer Employees as a result of or relating to that certain Amended and Restated Supply, License and Development Agreement between their employment after the Seller and Digital Angel Corporation dated December 27, 2005, as amendedStart Time; (f) any claims investigations or demands arising out actions by Governmental Entities involving the Assets that relate to actions of a Buyer Indemnified Party that occurred prior to, at or relating after the Closing or conditions or events that occurred or came into existence after the Closing and are not predominantly attributable to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; andactions of the Sellers Indemnified Party prior to or at the Closing; (g) any claims Proceeding commenced by any Sellers Indemnified Party for the purpose of enforcing any of its rights under this Section 8 to the extent such Sellers Indemnified Party is the prevailing party in such Proceeding; and (h) any act or demands arising out omission of a Scheduled Employee within the scope of his or relating her employment during the Transition Period, except to that certain Letter Agreement between the Seller extent such Losses are caused by the gross negligence or willful misconduct of such Scheduled Employee; and (i) Sellers' management of the manufacturing and Digital Angel Corporation dated May 15supply chain with respect to the Product during the Transition Period pursuant to Section 7.1(a), 2008except to the extent such Losses are caused by the gross negligence or willful misconduct of either Seller, their Affiliates, or any of their respective officers, directors, employees, agents and controlling Persons.

Indemnification by the Buyer. The From and after the Closing, the Buyer agrees to hold harmlessindemnify, defend, defend and indemnify save the Seller and its Affiliates, officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representativesequity holders, successors agents and assigns fiduciaries (collectively the each, a “Seller Indemnified PartiesParty”) harmless from and against, and to promptly pay to the applicable each Seller Indemnified Parties the amount of Party or reimburse each Seller Indemnified Party for, any and all lossesLosses sustained or incurred by such Seller Indemnified Party relating to, liabilitiesresulting from, claimsor otherwise arising out of, obligationsany of the following: (i) any breach or inaccuracy of a representation or warranty made herein or in the Transaction Documents by the Buyer; (ii) any non-compliance with or breach by the Buyer of any of the covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Buyer; (iii) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, deficienciesnegotiation, demandsexecution or consummation of this Agreement based upon any agreement or alleged agreement between the claimant and the Buyer; (iv) any liability or obligation of the Buyer or any assertion against a Seller Indemnified Party resulting from, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of or relating to (individually, a “Loss” and collectively, the “Losses”): (a) the failure of any of the representations or warranties made by the Buyer in this Agreement to be true and correct in all respects at and as of the Closing Date; (b) the breach of any covenant or other agreement on the part of the Buyer under this Agreement; (c) any claims or demands against any Seller Indemnified Party arising out of or resulting to Purchased Assets and/or the Assumed Liabilities (as defined below); (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation of the Company for periods commencing after the Closing; (ev) all obligations to any claims or demands arising out employees of or relating to that certain Amended and Restated Supplythe Buyer, License and Development Agreement between including Transferred Employees, incurred after the Seller and Digital Angel Corporation dated December 27, 2005, as amendedEffective Time; (fvi) any claims ownership, operation or demands arising out conduct of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008Business after the Closing Date; and (gvii) any claims liabilities for Taxes incurred by the Buyer with respect to: (a) Taxes imposed upon, or demands arising out incurred by, the Buyer at any time, or (b) Taxes imposed upon or incurred in connection with the operation of Buyer’s Business during any period (or relating to that certain Letter Agreement between portion of any period) commencing on or after the Seller and Digital Angel Corporation dated May 15, 2008Closing Date.

Indemnification by the Buyer. The Subject to the limitations set forth in Sections 9.1 and 9.6, the Buyer agrees to hold harmless, defend, and indemnify the Seller and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively the “Seller Indemnified Parties”) that from and againstafter the Closing, it shall indemnify, defend and pay to the applicable hold harmless each Seller Indemnified Parties the amount of Group Member from and against (and shall reimburse each Seller Group Member for) any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including Losses actually suffered or incurred by such Seller Group Member to the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim extent either arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):to: (a) the failure any breach of any representation or warranty of the representations Buyer contained in this Agreement, or warranties made in any certificate delivered by or on behalf of the Buyer pursuant to Section 8.1, in this Agreement to be true and correct in all respects at and each case as of the Closing DateDate (or, in the case of representations and warranties that expressly relate to an earlier date, as of such earlier date); (b) the any breach of any covenant or other agreement on the part of by the Buyer under of, or failure by the Buyer to perform, any of its covenants and obligations contained in this Agreement; (c) any claims or demands against any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (as defined below)Liabilities; (d) any claims or demands against any Seller Indemnified Party Liabilities arising out of or resulting to Buyer’s ownership, lease, use the ownership or operation of the Company Assets, the Companies or the Business after the ClosingClosing other than the Excluded Liabilities; (e) any claims or demands arising out of or relating Remedial Action Required by Law to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amendedaddress any Buyer New Environmental Condition; (f) any claims or demands natural resources damages arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; andfrom a Buyer New Environmental Condition; (g) any claims or demands Third Party Claims asserted by any third party (including any employee of the Seller) to the extent arising from any Buyer New Environmental Condition; (h) any Liabilities arising out of the failure by the Buyer or relating any Buyer Group Member on or after the Closing Date to that certain Letter Agreement between comply with any Environmental Covenants applicable to the Seller and Digital Angel Corporation dated May 15Owned Real Property or the Leased Real Property; and (i) the storage, 2008transportation, treatment, disposal, discharge, recycling or Release at any Off-Site location of Regulated Substances generated or used in connection with the Business or the Assets after the Closing, or the arrangement for such activities, by the Buyer, any Buyer Group Member or any person acting as agent for the Buyer or any Buyer Group Member on or after the Closing Date.

Indemnification by the Buyer. The Buyer agrees From and after the Closing, the Medtronic Parties shall jointly and severally indemnify, defend and hold harmless the Sellers and their respective Affiliates and Representatives against all Losses relating to hold harmless, defend, and indemnify or arising out of: (a) the Seller and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns breach of any representation or warranty of the Medtronic Parties in Section 5 of This Agreement or in the closing certificate referenced in Section 7.2(f)(i) (collectively the “Seller Indemnified Medtronic Parties’ Closing Certificate”) from and against, and pay to or the applicable Seller Indemnified breach of any covenant or obligation of the Medtronic Parties in This Agreement or any of the amount of Ancillary Agreements; (b) any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages Assumed Liabilities; (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether c) any Claims or not involving a third party claim Actions by any Third Party arising out of or relating to (individuallythe design, a “Loss” and collectivelymanufacture, distribution, sale, promotion, advertising, import, export, lease, commercialization or use by the Medtronic Parties of or relating to products, product systems or procedures in the Field or other products, product systems or procedures derived from or based on the Purchased Assets, the “Losses”): (a) Medtronic-Owned Patent Rights or the failure Multi-Lock Patent Rights, except to the extent the circumstances giving rise to such Claims or Actions constitute a breach of any representation, warranty or covenant of any of the Sellers under This Agreement or the Sellers’ Closing Certificate (without regard to the expiration of the applicable survival period for such representations or warranties made warranties) or relate to alleged medical malpractice by the Buyer in this Agreement to be true and correct in all respects at and as of the Closing Date; (b) the breach of any covenant or other agreement on the part of the Buyer under this Agreement; (c) any claims or demands against any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (as defined below)Xxxxxxxxx; (d) any claims Claims or demands against Actions by any Seller Indemnified Third Party arising out of under any Assumed Contracts initiated after the Closing based on any acts or resulting to Buyer’s ownership, lease, use or operation omissions of the Company after Sellers occurring or existing before the Closing;, except to the extent the circumstances giving rise to such Claims or Actions constitute a breach of any representation, warranty or covenant of any of the Sellers under This Agreement or the Sellers’ Closing Certificate (without regard to the expiration of the applicable survival period for such representations or warranties); or (e) any claims Claims or demands Actions by any Third Party for product liability, product warranty or similar Claim or Action arising out of or relating to the licensing or sublicensing by the Medtronic Parties of products, product systems or procedures in the Field or other products, product systems or procedures derived from or based on the Purchased Assets, the Medtronic-Owned Patent Rights or the Multi-Lock Patent Rights, except to the extent the circumstances giving rise to such Claims or Actions constitute a breach of any representation, warranty or covenant of any of the Sellers under This Agreement or the Sellers’ Closing Certificate (without regard to the expiration of the applicable survival period for such representations or warranties) or relate to alleged medical malpractice by Xxxxxxxxx; provided, however, that certain Amended and Restated Supply(A) the Medtronic Parties have no obligation to indemnify, License and Development Agreement between defend, or hold harmless the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) Sellers or their respective Affiliates or Representatives against any claims Losses relating to or demands arising out of the breach of any representation or warranty of the Medtronic Parties in This Agreement or in the corresponding representations and warranties set forth in the Medtronic Parties’ Closing Certificate unless and until the Sellers and their respective Affiliates and Representatives, collectively, have suffered Losses by reason of all such breaches of at least the Basket (after which point the Medtronic Parties will be obligated to indemnify the Sellers and their Affiliates and Representatives against all such Losses, including the amount of the Basket and not only to the extent such Losses exceed the Basket), and (B) there will be a $300,000,000 aggregate ceiling on the obligation of the Medtronic Parties to indemnify the Sellers and their respective Affiliates and Representatives against Losses relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of breaches of the Medtronic Parties’ representations and warranties set forth in Section 5 of This Agreement or relating to that certain Letter Agreement between in the Seller and Digital Angel Corporation dated May 15, 2008Medtronic Parties’ Closing Certificate.

Indemnification by the Buyer. The Subject to the terms and conditions of this Article VI and Article VII, the Buyer agrees to hold harmless, defend, and shall indemnify the Seller and its Affiliates, and their respective officers, directors, subsidiaries, affiliates, employees, agentsstockholders, attorneys, representatives, successors agents and assigns representatives (collectively the “"Seller Indemnified Parties”") from in respect of, and hold each Seller Indemnified Party harmless against, and pay any Damages incurred or suffered by such Seller Indemnified Party, to the applicable Seller Indemnified Parties the amount of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):extent resulting from: (a) the failure any breach of any a representation or warranty of the representations Buyer contained in Article III of this Agreement or warranties made by the Buyer in this Agreement to be true and correct in all respects at and as Certificate, or any breach of a representation or warranty of the Closing DateAsset Buyer contained in Article III of the Asset Purchase Agreement; (b) any failure of the Buyer or the Asset Buyer to perform or any breach by the Buyer or the Asset Buyer of any covenant or other agreement on contained in this Agreement or the part of the Buyer under this Asset Purchase Agreement, respectively; (c) any claims the Acquired Assets or demands against any Seller Indemnified Party arising out the operation or conduct of the Business (including warranty obligations and product liability) before, on or resulting after the Closing Date, except to the Assumed Liabilities (as defined below)extent resulting from an event or circumstance constituting a breach of any representation or warranty of the Seller in Article II of this Agreement, Article II of the Asset Purchase Agreement or the Seller Certificate; (d) any claims Environmental Matters or demands against Materials of Environmental Concern, in each case relating to the Business or the Acquired Assets, except to the extent resulting from an event or circumstance constituting a breach of any Seller Indemnified Party arising out of representation or resulting to Buyer’s ownership, lease, use or operation warranty of the Company after Seller in Article II of this Agreement, Article II of the ClosingAsset Purchase Agreement or the Seller Certificate; (e) any actions, suits, proceedings, disputes, claims or demands investigations arising out of or relating related to that certain Amended and Restated Supplythe Acquired Assets or the Business, License and Development Agreement between except to the extent resulting from an event or circumstance constituting a breach of any representation or warranty of the Seller and Digital Angel Corporation dated December 27in Article II of this Agreement, 2005, as amended;Article II of the Asset Purchase Agreement or the Seller Certificate; or (f) the failure of the Asset Buyer to pay or otherwise discharge when due and payable the Assumed Liabilities or any claims part thereof, except to the extent resulting from an event or demands arising out circumstance constituting a breach of any representation or relating to that certain warranty of the Seller in Article II of this Agreement, Article II of the Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008Certificate.

Indemnification by the Buyer. (a) The Buyer agrees agrees, subject to hold harmlessthe other terms and conditions of this Agreement, defend, and to indemnify the Seller Sellers and its officers, the Sellers’ directors, subsidiaries, affiliatesofficers, employees, agents, attorneys, representativesAffiliates, successors and assigns (collectively individually, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”) against and hold each of them harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs including, without limitation, reasonable attorney and expert fees) of investigation and defense and attorneys’ and other professionals’ fees)damages to any Seller Indemnified Party, of any kind or nature whatsoever (whether or not involving a third party claim arising out of third party claims and including all amounts paid in investigation, defense or relating to (individually, a “Loss” and collectively, the “Losses”): (a) the failure of any settlement of the representations or warranties made by the Buyer in this Agreement to be true and correct in all respects at and as foregoing) arising out of the Closing Date; (bi) the breach of any representation, warranty, covenant or agreement of the Buyer herein or in any agreement, certificate or exhibit delivered pursuant hereto, including, without limitation, the Assumption Agreement, (ii) the Assumed Liabilities, and (iii) the operation of the Business, as relates to the Transferred Assets, and the Transferred Assets after the Closing Date. No claim for indemnification may be asserted nor may any action be commenced against the Buyer for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Buyer describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 8.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) No claim may be made by any Seller Indemnified Party for indemnification with respect to breaches of representations and warranties pursuant to this Section 8.2 unless the aggregate of all liabilities and damages of the Sellers (exclusive of legal fees incurred in connection with pursuing such claim) with respect to this Section 8.2 shall exceed in the aggregate one percent (1%) of the Purchase Price (the “Basket Amount”) and then only to the extent such indemnification obligation exceeds the Basket Amount; provided, however, that no indemnification shall be available with respect to any liability or damage with respect to breaches of representations and warranties if the aggregate of all liabilities and damages for which the Sellers have received indemnification shall have exceeded twelve percent (12%) of the Purchase Price. For the purposes of this subsection (b), in computing such aggregate amount of claims, the amount of each claim shall be deemed to be an amount net of any insurance proceeds and any indemnity, contributions or other similar payment payable by any third party with respect thereto. (c) Payments by the Buyer pursuant to subsection (a) of this Section 8.2 shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment payable to the Sellers or any Affiliate from any third party with respect thereto. (d) Each Seller Indemnified Party agrees to give the Buyer prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which it has knowledge concerning any liability or damage as to which such Seller Indemnified Party may request indemnification hereunder. The failure of such Seller Indemnified Party to notify the Buyer of such claim shall not reduce the payment hereunder with respect to such claim except to the extent the Buyer demonstrates that the defense of such claim is materially prejudiced by such failure. Within twenty (20) days after receiving such notice, the Buyer shall provide written notice to the Seller Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the Buyer fails to provide such notice that it disputes an indemnification claim within twenty (20) days after receipt thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The Buyer shall have the right to direct, through counsel of its own choosing (subject to the consent of the Seller Indemnified Party, which consent shall not be unreasonably withheld), the defense or settlement of any such claim or proceeding; such Seller Indemnified Party may participate in such defense directly or through counsel, but in such case the expenses of such Seller Indemnified Party shall be paid by such Seller Indemnified Party. The Seller Indemnified Party shall provide the Buyer with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Buyer and aid at the Buyer’s request in the defense or settlement thereof, and the Buyer shall reimburse such Seller Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If the Buyer elects to direct the defense of any such claim or proceeding, such Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Buyer consents in writing to such payment or unless the Buyer, subject to the last sentence of this subsection (d), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Buyer is entered against such Seller Indemnified Party for such liability. If the Buyer shall fail to defend, or if, after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof (with counsel selected by the Seller Indemnified Party), at the Buyer’s expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this subsection (d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then the Seller Indemnified Party shall give the Buyer prompt written notice thereof, and the Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (e) Except as set forth in this Agreement, the Buyer is not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Buyer under this Agreement; (c) any claims or demands against any Seller Indemnified Party arising out Sellers, after the consummation of or resulting to the purchase and sale of the Transferred Assets and assumption of Assumed Liabilities (as defined below); (d) by the Buyer contemplated hereby, to rescind this Agreement or any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation of the Company after the Closing; (e) any claims or demands arising out of or relating to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008transactions contemplated hereby.

Indemnification by the Buyer. The Subject to the terms and conditions set forth in this Article XI, following the Closing the Buyer agrees to shall indemnify, defend and hold harmless, defend, and indemnify harmless the Seller Company and its Affiliates and their respective officers, directorsdirectors and employees (collectively, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively the “”Seller Indemnified PartiesPersons”) from and against, and pay shall reimburse the Seller Indemnified Persons for, all Damages actually sustained, incurred or suffered by any Seller Indemnified Person to the applicable Seller Indemnified Parties the amount of any and all lossesextent resulting from, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of of, or relating to (individually, a “Loss” and collectively, the “Losses”):to: (a) the failure of any of the representations or warranties made by the Buyer in this Agreement to be true and correct in all respects at and breach as of the Closing DateDate of any representation or warranty of the Buyer contained in Article V, determined as if made on the Closing Date (except to the extent such representation or warranty speaks as of a particular date or period of time, in which case such breach shall be determined as of such particular date or period of time); (b) the any breach of any covenant or other agreement on the part of failure by the Buyer under to perform any of its covenants or obligations contained in this Agreement; (c) the ownership or operation of any claims Transferred Asset or demands against the Business after the Closing Date, or any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (as defined below)Liability; (d) any claims Environmental Claims based on ownership and/or operations of the Assigned Lease Real Property occurring after February 3, 2003 or demands against any Seller Indemnified Party otherwise to the extent arising out of any actions or resulting omissions of Buyer, including but limited to Buyer’s ownership, lease, use or the responsibility of the Business for complying with New Jersey ISRA as a result of the transfer of ownership and operation of the Company after the ClosingBusiness pursuant to this Agreement; (e) any claims for severance, separation, termination or demands arising out notice period pay or similar payments or obligations by or in respect of the Transferred Employees (whether statutory, contractual or other) (i) relating or with respect to the obligations or Liabilities of the Buyer or its Affiliates set forth in Article VI or (ii) that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended;otherwise arise by operation of applicable Law; and (f) Buyer’s failure to comply with the provisions of the WARN Act with respect to any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008Transferred Employee.

Indemnification by the Buyer. The Buyer agrees to hold harmless, defend, shall indemnify and indemnify save the Seller and its officersharmless from, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively the “Seller Indemnified Parties”) from and against, for and pay to the applicable Seller Indemnified Parties the amount of any in respect of: (a) Any and all liabilities and obligations specifically assumed by the Buyer pursuant to this Agreement and the Xxxx of Sale, Assignment and Assumption Agreement, including, without limitation, the Assumed Liabilities and Obligations; (b) Any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by the Seller arising from the breach, untruth or inaccuracy of any representation or warranty of the Buyer contained in or made pursuant to this Agreement (including the Annexes, Exhibits and Schedules attached hereto) or the Xxxx of Sale, Assignment and Assumption Agreement or in any certificate, instrument or agreement delivered by the Buyer pursuant hereto or thereto or in connection with the transaction contemplated hereby or thereby, or any facts or circumstances constituting any such breach, untruth or inaccuracy; (c) Any damages, losses, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penaltiesliabilities, claims, suits, actions, actions or causes of actionaction sustained or suffered by the Seller arising from the breach of any agreement of the Buyer contained in or made pursuant to this Agreement (including the Annexes, assessmentsExhibits and Schedules attached hereto) or the Xxxx of Sale, awardsAssignment and Assumption Agreement or in any certificate, instrument or agreement delivered by the Buyer pursuant hereto or thereto or in connection with the transaction contemplated hereby or thereby, or any facts or circumstances constituting any such breach; (d) Any liabilities or obligations for or in respect of claims for brokerage or finders’ fees arising out of this Agreement and the transactions contemplated hereby by any person claiming to have been engaged by the Buyer; (e) All costs and expenses (including the costs of investigation and defense and reasonable attorneys’, accountants’ and other professionals’ fees)professional fees and expenses) incurred by the Seller in connection with any action, whether suit, proceeding, demand, assessment or not involving a third party claim arising out of or relating judgment incident to (individually, a “Loss” and collectively, the “Losses”): (a) the failure of any of the representations matters indemnified against under Sections 7.3(a) through (c) hereof inclusive. No claim, demand, suit or warranties made by the Buyer in this Agreement to cause of action shall be true and correct in all respects at and as of the Closing Date; (b) the breach of any covenant or other agreement on the part of brought against the Buyer under or pursuant to this Section 7.3, unless the Seller gives the Buyer written notice, with reasonable specificity, of the existence of any such claim, demand, suit or cause of action under this Agreement; (c) any claims or demands against any Seller Indemnified Party arising out . Upon the giving of or resulting to the Assumed Liabilities (such written notice as defined below); (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownershipaforesaid, lease, use or operation of the Company after the Closing; (e) any claims or demands arising out of or relating to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out shall have the right to commence legal proceedings for the enforcement of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008its rights under this Agreement.

Indemnification by the Buyer. The Subject to Section 8.1 and 8.6, the Buyer agrees to and Parent shall jointly and severally indemnify and hold harmlessharmless the Seller, defend, the Shareholder and indemnify the Seller and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, their representatives, successors stockholders, controlling Persons and assigns (collectively the “Seller Indemnified Parties”) their Affiliates from and against, and pay to the applicable Seller Indemnified Parties the amount of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim Losses arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):resulting directly or indirectly from: (a) the failure Any breach or inaccuracy of any representation or warranty of the representations Buyer contained in this Agreement, the Schedules or warranties made Exhibits attached hereto or any agreements, documents or certificates delivered by the Buyer in pursuant to this Agreement to (it being agreed that any materiality or Material Adverse Effect qualification in a representation or warranty shall be true disregarded in determining whether any such representation or warranty has been breached and correct in all respects at and as determining the amount of the Closing DateLosses resulting from such breach; (b) the Any breach or violation of any covenant covenant, obligation or other agreement on the part of the Buyer under contained in this Agreement, the Schedules or Exhibits attached hereto or any agreements, documents or certificates delivered by the Buyer pursuant to this Agreement; (c) Any Assumed Liabilities including but not limited to any claims or demands against any Seller Indemnified Party Liability arising out of or resulting to the Assumed Liabilities (as defined below)operation of the business of the Buyer from and after the Closing Date; (d) Any brokerage or finder’s fees or commissions or similar payments based upon any claims agreement or demands against understanding made, or alleged to have been made, by any Seller Indemnified Party arising out of Person with the Buyer (or resulting to Buyer’s ownership, lease, use or operation of any Person acting on its behalf) in connection with the Company after the Closingtransactions contemplated by this Agreement; (e) Any product liability claims with respect to any claims or demands arising out of or relating to that certain Amended products manufactured and Restated Supply, License sold by the Buyer from and Development Agreement between after the Seller and Digital Angel Corporation dated December 27, 2005, as amendedClosing Date; (f) Any product warranty claims with respect to any claims or demands arising out of or relating to that certain Asset Purchase Agreement among products manufactured sold and shipped by the Seller, Digital Angel Corporation, Buyer from and Destron Fearing Corporation dated November 12, 2008after the Closing Date; and (g) Any Liability under the WARN Act or any claims similar state or demands arising out local law or rule caused by any action of the Buyer or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008Parent after the Closing.

Indemnification by the Buyer. The Subject to the provisions of this ARTICLE VIII, the Buyer agrees to shall indemnify, defend and hold harmlessharmless the Sellers, defend, their respective Affiliates and indemnify the Seller and its their respective officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively collectively, the “Seller Indemnified Parties”) ), from and against, and pay to the applicable Seller Indemnified Parties the amount of against any and all lossesLosses incurred or suffered by any of the Seller Indemnified Parties, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including to the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim extent arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):to: (a) the failure any inaccuracy or breach of any representation or warranty of the representations Buyer contained in ARTICLE V or warranties made by the Buyer in this Agreement to be true and correct any certificate delivered in all respects at and as of the Closing Dateaccordance herewith; (b) the any breach of any covenant or other agreement on the part of the Buyer under contained in this AgreementAgreement or in any certificate or instrument delivered in accordance herewith; (c) any claims Third Party Claim arising solely out of the ownership or demands against operation of the Acquired Assets, or the conduct or operation of the Business by the Buyer after the Closing, excluding any Seller Indemnified Party such claim which constitutes an Excluded Liabilities or any such claim resulting from or arising out of facts or resulting circumstances that constitute a breach by Sellers of any representation or warranty herein (notwithstanding any limitations on survivability of any such representation or warranty), including, Taxes relating to the Assumed Liabilities operation of the Business or the ownership of the Acquired Assets for any Post-Closing Period, and with respect to any Straddle Period, the portion of such Straddle Period for the period beginning on the date after the Closing Date (as defined belowdetermined pursuant to Section 6.10(b);); and (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation of the Company after the Closing; (e) any claims or demands arising out of or relating to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008Assumed Liabilities.

Indemnification by the Buyer. The Buyer agrees to hold harmlessshall save, defend, indemnify and indemnify hold harmless the Seller Sellers, their respective Affiliates and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representativesthe respective Representatives, successors and assigns (collectively of each of the “Seller Indemnified Parties”) foregoing from and against, and pay to shall compensate and reimburse each of the applicable Seller Indemnified Parties the amount of foregoing for, any and all lossesLosses asserted against, liabilitiesincurred, claimssustained or suffered by any of the foregoing as a result of, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):to: (a) the failure any breach of any of the representations representation or warranties warranty made by the Buyer or the Issuer contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby (without giving effect to be true and correct in all respects at and any limitations or qualifications as of the Closing Dateto materiality, Material Adverse Effect, knowledge or other exception set forth therein); (b) the any breach of any covenant or other agreement on the part of by the Buyer under or the Issuer contained in this AgreementAgreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby; (c) any claims guarantee or demands against other surety given by any Seller Indemnified Party arising out or his or its Affiliates (other than the Company or any of its Subsidiaries) with respect to any asset or resulting to the Assumed Liabilities (as defined below); (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation liability of the Company or any of its Subsidiaries (other than any Excluded Asset or any liability or obligation relating to an Excluded Asset) which is not removed in accordance with Section 5.5(b), to the extent the event, change, circumstance, occurrence, effect, result or state of facts giving rise to the exercise of the guarantee or surety first arose after the Closing; (d) the amount of any Closing Employee Payments included in the calculation of the Net Adjustment Amount which are not actually paid by the Company or its Subsidiaries on or prior to March 15, 2019; or (e) any claims or demands arising out of or relating to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008matters set forth on Schedule 8.3(e).

Indemnification by the Buyer. The Subject to the terms and conditions of this Article 9 and specifically to the indemnification obligations of Section 9.1, the Buyer agrees to shall indemnify and hold harmless, defendharmless the Share Sellers and their Affiliates, and indemnify the Seller and its officers, their respective directors, subsidiaries, affiliatesofficers, employees, agentssuccessors, attorneys, representatives, successors transferees and assigns (collectively the “Seller Indemnified Parties”) from against and against, and pay to the applicable Seller Indemnified Parties the amount in respect of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim Losses arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):resulting from: (a) any breach or violation of the failure covenants made in this Agreement or any Ancillary Agreement by the Buyer or any of its Affiliates, including, following the Closing Date, the Transferred Subsidiaries and the Indirect Subsidiaries, (b) any breach of any of the representations or warranties made in Article 4 by the Buyer in this Agreement to be true and correct in all respects at and as of the Closing Date; (b) the breach of any covenant or other agreement on the part of the Buyer under this Agreement;Buyer, (c) any claims the ownership, use or demands against any Seller Indemnified Party arising out possession of the Shares, the Transferred Subsidiaries, the Indirect Subsidiaries, and the Business Assets, and the conduct or resulting operation of the Business from and after the Closing Date, subject however to the Assumed Liabilities (as defined below);indemnification obligations of the Share Sellers under Section 9.1. (d) relative to the Business, any claims Taxes reflected in the Closing Net Working Capital or demands against any Seller Indemnified Party arising out of or resulting Closing Indebtedness, Taxes attributable to Post-Closing Periods and the Buyer’s ownershipor its Affiliates’ portion of any liability for Taxes for any Straddle Period, lease, use or operation all of the Company after the Closing;foregoing as determined in accordance with Section 2.5 hereof, and (e) any claims or demands arising out of or relating claim made by any Employee due to that certain Amended Employee’s actual or constructive termination of employment by the Buyer or any of its Affiliates (including the Transferred Subsidiaries and Restated Supply, License the Indirect Subsidiaries) for any reason and Development Agreement between with respect to any such termination occurring after the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008Closing Date.

Indemnification by the Buyer. The (a) Subject to Sections 7.1, 7.2(b) and 7.6, the Buyer agrees to hold harmless, defendshall, and indemnify shall cause the Acquired Companies, to indemnify, defend and hold harmless the Seller Parties and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representativestheir Affiliates and the heirs, successors and assigns of the foregoing Persons (collectively collectively, the “Seller Indemnified Parties” and individually, a “Seller Indemnified Party”) from and againstany Losses incurred by or asserted against any of the Seller Indemnified Parties, and pay to the applicable Seller Indemnified Parties the amount of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of extent resulting from or relating to (individually, a “Loss” and collectively, the “Losses”): (ai) the failure any breach of any of the representations representation or warranties warranty made by the Buyer contained in this Agreement Article IV by virtue of its failure to be true and correct in all respects at (A) on and as of the date hereof, (B) on and as of the Closing Date with the same effect as though made on the Closing Date (other than any such representation or warranty that speaks as of a specific date or time other than the Closing Date; ) or (bC) on and as of the date or time when made, in the case of any representations or warranty that speaks as of a specific date or time other than the Closing Date, (ii) any breach of any covenant or other agreement on the part of the Buyer contained in this Agreement, (iii) any liability for Taxes of any of the Acquired Companies for any taxable year or period (or portion thereof) that begins after the Closing Date (other than Covered Taxes), (iv) all other Liabilities of whatever kind or nature, direct or indirect, absolute, contingent, known or unknown, arising on or after the Closing Date relating to, or arising out of, the Acquired Companies (except, in the case of this subclause (iv), for such matters for which the Seller Parties are obligated to indemnify the Buyer Indemnified Parties pursuant to Section 7.3 or any other matter for which the Seller Parties or their respective Affiliates have expressly assumed liability under this Agreement or any of the Ancillary Agreements), and (v) the Buyer CLIC Intercompany Reinsurance Agreement and the Buyer Pyramid Intercompany Reinsurance Agreement;. Notwithstanding anything contained in this Agreement or any of the Ancillary Agreements to the contrary, in no event shall the Seller Parties have any obligation to indemnify or any liability to the Buyer Indemnified Parties (including the Acquired Companies) under this Article VII for any Losses which are reasonably determined to have arisen or resulted from any amendment after the Closing Date of any Tax Return of any of the Acquired Companies for any taxable year or period (or portion thereof) ending on or before the Closing Date (including any carryback to such taxable period), unless such amendment was required by applicable Law. (cb) With respect to any claims or demands against claim for indemnification under Section 7.2(a)(i), no Claim Notice may be submitted by any Seller Indemnified Party arising out of or resulting with respect to any Loss, nor shall the Assumed Liabilities (as defined below); (d) any claims or demands against Buyer be required to indemnify any Seller Indemnified Party arising against any Loss in respect of such Claim Notice unless the aggregate amount to be paid out in Losses in respect of or resulting such Claim Notice exceeds twenty five thousand dollars ($25,000) (the “Initial Threshold”); provided, however, that any series of Losses relating to the same facts and circumstances will be aggregated for purposes of determining whether such Losses exceed the Initial Threshold. The Buyer shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.2(a)(i) until the aggregate amount of all Losses in respect of indemnification claims made under Section 7.2(a)(i) in excess of the Initial Threshold exceed four hundred sixty five thousand dollars ($465,000) (the “Deductible”), up to an aggregate maximum amount equal to twelve million five hundred thousand dollars ($12,500,000) (the “Indemnity Cap”). Notwithstanding the foregoing, the Buyer’s ownership, lease, use or operation liability for any Losses to the Seller Indemnified Parties arising under (1) Section 7.2(a) based solely on a breach by the Buyer of any of the Company after Buyer Fundamental Representations or (2) Section 7.2(a)(iii), shall not be subject to or included in calculating the Closing; (e) any claims Initial Threshold or demands arising out of the Deductible or relating be subject to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008Indemnity Cap.

Indemnification by the Buyer. The Buyer agrees to shall indemnify and hold harmless, defendharmless the Sellers and their Affiliates, and indemnify the Seller and its officers, each of their respective directors, subsidiaries, affiliatesofficers, employees, agents, attorneys, representatives, stockholders and controlling parties and all of their successors and assigns (collectively collectively, the “"Seller Indemnified Parties”) " and individually a "Seller Indemnified Party"), from and against, defend each of them from and against and will pay to the applicable a Seller Indemnified Parties the amount of Party for any and all lossesLosses asserted against, liabilitiesimposed upon or incurred by any such Seller Indemnified Party, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether directly or not involving a third party claim indirectly resulting from or arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):in connection with or attributable to: (a) any inaccuracy or breach of any representation or warranty of the failure of Buyer contained in any of the representations Buyer Transaction Documents; (b) any breach of any covenant, agreement or warranties made obligation of the Buyer contained in any of the Buyer Transaction Documents; (c) except as described in Sections 11.3(d) and 11.3(e) hereof, any act or omission by the Buyer in this Agreement after the Closing Date with respect to be true the ownership of the Purchased Assets or the operation of the Business from and correct in all respects at and as of after the Closing Date; (bd) the breach of any covenant Assumed Liability; and (e) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other agreement on the part of the Buyer under this Agreement; (c) any claims proceedings or demands investigations against any Seller Indemnified Party arising out of or resulting which solely relate to acts, events and occurrences regarding the Assumed Liabilities (as defined below); (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation of the Company after Business or the Closing; (e) Purchased Assets following the Closing Date and do not, in any claims way, relate to or demands arising arise out of the operations of the Business or relating the use of Purchased Assets prior to the Closing Date or any acts, events or occurrences prior to the Closing Date; provided, however, that certain Amended the Buyer shall have no obligation under this Section 11.3 unless such Losses in the aggregate exceed Two Hundred Fifty Thousand Dollars ($250,000) and Restated Supplythen only to the extent such Losses exceed $250,000. Notwithstanding the provisions of Section 10.1 hereof, License the Sellers shall have a valid claim, subject to indemnification, for any actual fraud committed by the Buyer and Development Agreement between in connection with the Seller transactions contemplated herein and Digital Angel Corporation dated December 27, 2005, therein for as amended; (f) any long as such claims or demands arising out are not barred by applicable statutes of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008limitations.

Indemnification by the Buyer. The Subject to the terms and conditions of this Article VI, from and after the Closing, the Buyer agrees to shall indemnify and hold harmlessharmless the Company, defendits stockholders, its Affiliates and indemnify the Seller and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, their respective successors and permitted assigns (collectively the “Seller Company Indemnified Parties”) from and against, and pay to the applicable Seller Indemnified Parties the amount as incurred on behalf of (or reimburse), any and all lossesDamages resulting from, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether based on or not involving a third party claim arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):of: (a) the failure inaccuracy or any breach of any of the representations or warranties made by of the Buyer contained in Article III of this Agreement to be true and correct in all respects at as of the date hereof or as if such representation or warranty was made on and as of the Closing DateDate (unless another date is specified in such representation or warranties, in which case any inaccuracy or breach of such representation and warranty as of such date); (b) any breach or failure to perform by the breach Buyer of any covenant or other agreement on the part of the Buyer under contained in this Agreement; (c) any claims or demands against any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (as defined below)Liabilities; (d) any claims or demands against any Seller Indemnified Party liabilities arising out of or resulting to Buyer’s ownership, lease, use from the conduct or operation of the Company after Business by the Buyer following the Closing, other than liabilities arising from any Excluded Liability; (e) any liabilities arising from third party claims in the Chapter 11 Cases alleging any misstatement or demands arising out omission in the Disclosure Statement or challenging the consummation of the Plan or relating the transactions contemplated thereby, including any fees and expenses incurred in connection with any discovery sought from or motions or adversarial proceedings filed against any Company Indemnified Party or any objection to that certain Amended and Restated Supplythe motion seeking approval of the reimbursement obligation of the Buyer referenced in Section 8.13 of this Agreement (but excluding costs incurred by any Company Indemnified Party to participate in or monitor, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended;Chapter 11 Cases (including attending any hearings for the purpose of monitoring or filing any pleadings unrelated to any such third party claim)); or (f) any claims or demands arising out the enforcement of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008Company Indemnified Parties’ rights hereunder.

Indemnification by the Buyer. The (a) Subject to the limitations set forth in this Article 8, the Buyer hereby agrees to indemnify, defend and hold harmless, defend, the Sellers and indemnify the Seller and its officers, their directors, subsidiaries, affiliatesofficers, employees, agentsand Affiliates (collectively, attorneys, representatives, successors and assigns (collectively the “Seller Indemnified Parties”) harmless from and against, against any and pay to all Losses imposed upon or incurred by the applicable Seller Indemnified Parties the amount of (any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving claim for such Losses by a third party claim arising out of or relating to (individuallySeller Indemnified Party, a “Loss” and collectively, the “LossesSeller Claim”): (a) the failure as a result of or in connection with any of the representations following: (i) any inaccuracy or warranties breach of a representation or warranty made by the Buyer in this Agreement or in any agreement or instrument executed in connection herewith or pursuant hereto; and (ii) the breach of or default in the performance by the Buyer of any covenant, agreement or obligation to be true and correct in all respects at and as of performed by the Closing Date;Buyer pursuant to this Agreement or any agreement or instrument delivered pursuant to Article 8. (b) Promptly after receipt by a Seller Indemnified Party of notice of an Action or other event giving rise to a Seller Claim with respect to which the breach Seller Indemnified Party is entitled to indemnification under this Section 8.3, the Seller Indemnified Party receiving such notice shall notify (the “Seller Claim Notice”) the Buyer in writing of the commencement of such Action or the assertion of such Seller Claim; provided, however, that failure to give such notice shall not affect the right to indemnification hereunder except to the extent of actual prejudice to the Buyer. The Buyer shall have the option, and shall notify each Seller Indemnified Party in writing within thirty (30) Business Days after the date of the Seller Claim Notice of its election, either: (i) to participate (at the expense of the Buyer) in the defense of the Action or Seller Claim (in which case the defense of such Action or Seller Claim shall be controlled by the Seller) or (ii) to take charge of and control defense of such Action or Seller Claim (at the expense of the Buyer). If the Buyer fails to notify the Seller Indemnified Party of its election within the applicable response period, then the Buyer shall be deemed to have elected not to control the defense of such Action or Seller Claim. If the Buyer elects to control the defense of any covenant Action or other agreement on Seller Claim, the part Seller Indemnified Party shall have the right to employ separate counsel and participate in the defense of any such Action or Seller Claim, but the fees and expenses of such counsel shall be at the expense of the Seller Indemnified Party unless the named parties in such Action or Seller Claim (including any impleaded parties) include both the Seller Indemnified Party and the Buyer under this Agreement;and the Seller Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Buyer (in which case, the Buyer shall not have the right to control the defense of such Action or Seller Claim on behalf of the Seller Indemnified Party, it being understood, however, that the Buyer shall not, in connection with such Action or Seller Claim be liable for the fees and expenses of more than one (1) separate firm of attorneys (in addition to any local counsel) and that such fees and expenses shall be reimbursed as they are incurred). (c) If the Buyer does not control the defense of any claims Action or demands against any Seller Claim, then the Seller Indemnified Party arising out of may settle such Action or resulting to Seller Claim with the Assumed Liabilities (as defined below); (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation written consent of the Company after the Closing; Buyer (e) any claims or demands arising out of or relating not to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008be unreasonably withheld).

Indemnification by the Buyer. (a) All representations and warranties of the Buyer contained herein, or in any agreement, certificate or document executed by the Buyer in connection herewith, shall survive the Closing for a period of three years. All information contained in any Schedule furnished hereunder by the Buyer shall be deemed a representation and warranty by the Buyer made in this Agreement as to the accuracy of such information. (b) The Buyer agrees to indemnify and hold harmless, defend, and indemnify harmless the Seller and its Holdings and their respective stockholders, officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively the “Seller Indemnified Parties”) "SELLER INDEMNITEES"), from and against, and pay to the applicable Seller Indemnified Parties the amount of against any and all lossesLosses incurred in connection with, liabilitiessuffered by any of them, claimsor asserted against any of them, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of or relating to based upon (individually, a “Loss” and collectively, the “Losses”): (ai) the breach or failure of any representation or warranty of the representations Buyer contained herein, or warranties made in any agreement, certificate or document executed by the Buyer in this Agreement connection herewith, to be true and correct in all respects at and as (regardless of any investigation made by or on behalf of the Closing Date; Seller, Holdings or the Stockholders and regardless of any knowledge or information the Seller, Holdings or the Stockholders may have), (bii) the breach of any covenant or other agreement on the part of the Buyer under contained in this Agreement;, (iii) the Buyer's failure to discharge the Liabilities, or (iv) any arrangements or agreements made or alleged to have been made by the Buyer with any broker, finder or other agent in connection with the transactions contemplated hereby. (c) any claims or demands against No claim for indemnification with respect to a breach of a representation and warranty shall be made by any Seller Indemnified Party arising out Indemnitee under this Agreement after the applicable Survival Date unless prior to such Survival Date the Seller Indemnitee shall have given the Buyer written notice of such claim for indemnification based upon actual loss sustained, or resulting to the Assumed Liabilities (potential loss anticipated, as defined below); (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation a result of the Company after the Closing; (e) existence of any claims claim, demand, suit, or demands arising out cause of or relating to that certain Amended and Restated Supply, License and Development Agreement between the action against such Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008Indemnitee.

Indemnification by the Buyer. (a) The Buyer agrees to and the Parent, jointly and severally (collectively in such capacity, the “Buyer Indemnifying Party”), will hold harmless, defend, harmless and indemnify each of the Seller and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively the “Seller Indemnified Parties”) Indemnitees from and against, and pay will compensate and reimburse each of the Seller Indemnitees for, any Damages that are suffered or incurred by any of the Seller Indemnitees or to which any of the applicable Seller Indemnified Parties the amount Indemnitees may otherwise become subject at any time (regardless of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of such Damages relate to any Third‑Party Claim) and that arise from or relating to (individually, a “Loss” and collectively, the “Losses”):are caused by: (ai) the failure any Breach of any of the representations representation or warranties warranty made by the Buyer in this Agreement to be true and correct in all respects at and as of the Closing DateAgreement, any disclosure schedule or certificate delivered pursuant hereto or any agreement or other document contemplated hereby; (bii) the breach any Breach of any covenant or other agreement on the part obligation of the Buyer under this Agreementor Parent contained in any of the Transaction Agreements; (ciii) any claims or demands against Liability relating to any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (as defined below)Liability; (div) any claims successful Proceeding relating to any Breach, alleged Breach, Liability or demands against matter of the type referred to in sub-clauses above (including any Proceeding commenced by any Seller Indemnified Party arising out Indemnitee for the purpose of or resulting to Buyer’s ownership, lease, use or operation enforcing any of the Company after the Closing;its rights under this Section 7.3(a)). (ev) For purposes of Section 7.3(a)(i), in determining whether there has been a breach of any claims representation or demands arising out of or relating to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporationwarranty, and Destron Fearing Corporation dated November 12in calculating the amount of any Damages, 2008; and (g) any claims all qualifications in such representation or demands arising out warranty referencing the terms “material,” “materiality,” or other terms of similar import or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008effect will be disregarded.

Indemnification by the Buyer. The Subject to the limitations set forth in Sections 9.1 and 9.6, the Buyer agrees to hold harmlessthat, defend, and indemnify the Seller and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively the “Seller Indemnified Parties”) from and against, and pay after the Closing (with respect to the applicable Rocketdyne Transactions) and the RDA Closing (with respect to the RDA Transactions), it shall indemnify, defend and hold harmless each Seller Indemnified Parties the amount of Group Member from and against (and shall reimburse each Seller Group Member for) any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including Losses actually suffered or incurred by such Seller Group Member to the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim extent either arising out of or relating to (individually, a “Loss” and collectively, the “Losses”):to: (a) the failure any breach of any representation or warranty of the representations Buyer contained in this Agreement, or warranties made in any certificate delivered by or on behalf of the Buyer pursuant to Section 8.1, in this Agreement to be true and correct in all respects at and each case as of the Closing DateDate (with respect to the Rocketdyne Transactions) or the RDA Closing Date (with respect to the RDA Transactions) (or, in the case of representations and warranties that expressly relate to an earlier date, as of such earlier date); (b) the any breach of any covenant or other agreement on the part of by the Buyer under of, or failure by the Buyer to perform, any of its covenants and obligations contained in this Agreement; (c) any claims or demands against any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (as defined below)and the RD-180 Assumed Liabilities; (d) any claims or demands against any Seller Indemnified Party Liabilities arising out of or resulting to Buyer’s ownership, lease, use the ownership or operation of the Company Assets, the Companies or the Business after the ClosingClosing other than the Excluded Liabilities; (e) any claims or demands arising out of or relating Remedial Action Required by Law to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005, as amendedaddress any Buyer New Environmental Condition; (f) any claims or demands natural resources damages arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; andfrom a Buyer New Environmental Condition; (g) any claims or demands Third Party Claims asserted by any third party (including any employee of the Seller) to the extent arising from any Buyer New Environmental Condition; (h) any Liabilities arising out of the failure by the Buyer or relating any Buyer Group Member on or after the Closing Date to that certain Letter Agreement between comply with any Environmental Covenants applicable to the Seller and Digital Angel Corporation dated May 15Owned Real Property or the Leased Real Property; and (i) the storage, 2008transportation, treatment, disposal, discharge, recycling or Release at any Off-Site location of Regulated Substances generated or used in connection with the Business or the Assets after the Closing, or the arrangement for such activities, by the Buyer, any Buyer Group Member or any person acting as agent for the Buyer or any Buyer Group Member on or after the Closing Date.

Indemnification by the Buyer. The (a) Subject to the limitations set forth in this Article 10, after the Closing, the Buyer agrees to shall indemnify, defend and hold harmlessharmless the Seller, defendParent, Seller Trust, the Funds and their respective Representatives and Affiliates, and indemnify each of the Seller and its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively the “Seller Indemnified Parties”) from and against, and pay to the applicable Seller Indemnified Parties the amount of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages of the foregoing (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of or relating to (individually, a “Loss” and collectively, the “LossesSeller Indemnitees”):) against any Losses incurred by such Seller Indemnitee and resulting or arising from or relating to: (ai) the failure any breach of any representation and warranty (or any Third-Party Claim containing allegations which, if true, would be a breach of the representations or warranties a representation and warranty) made by the Buyer in this Agreement to be true and correct in all respects at and as Agreement, by the Buyer, any designated advisory Subsidiary of the Closing DateBuyer, or any Buyer Fund in any Ancillary Agreement or by Buyer, any designated advisory Subsidiary of the Buyer, or any Buyer Fund in any certificate furnished to the Seller or Parent under this Agreement or any Ancillary Agreement; (bii) the any breach of any covenant or agreement, including Section 6.08(b) (or any Third-Party Claim containing allegations which, if true, would be a breach of such covenant or agreement) of the Buyer, a designated advisory Subsidiary of the Buyer or any Buyer Fund contained in this Agreement or any Ancillary Agreement; or (iii) any Acquired Asset or Assumed Liability solely with respect to Liabilities arising after the Closing. (b) The Buyer shall not be liable for any Loss or Losses under Section 10.03(a)(i), (i) unless the claim for such Loss or Losses arose or arises prior to the end of, and is brought within the Applicable Survival Period, and (ii) if such Loss or Losses arise or result from, or relate to, a breach of a representation or warranty of the Buyer, any designated advisory Subsidiary of the Buyer or any Buyer Fund (other agreement on than a Loss or Losses arising or resulting from, or relating to, a breach of any Fundamental Representation of the part Buyer, any designated advisory Subsidiary of the Buyer or any Buyer Fund), unless and until the aggregate amount of all such Losses incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that such Losses exceed the 114399-0014/143865664.11 Deductible; provided, however, that (A) the cumulative indemnification obligations of the Buyer under Section 10.03(a)(i) (other than a Loss or Losses arising or resulting from, or relating to, a breach of any Fundamental Representation of the Buyer, any designated advisory Subsidiary of the Buyer or any Buyer Fund) shall in no event exceed the Cap, and (B) the cumulative indemnification obligations of the Buyer under this Agreement;Agreement shall in no event exceed the Purchase Price proceeds actually received by the Seller. (c) any claims or demands against any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (Except as defined below); (d) any claims or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownershipotherwise expressly provided in Section 12.12, lease, use or operation of the Company after the Closing; (e) any claims or demands arising out of or relating to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27Parent each acknowledges and agrees that, 2005should the Closing occur, as amended; (f) the Seller’s and each Seller Indemnitee’s sole and exclusive remedy with respect to any claims or demands and all matters arising out of or of, relating to that certain Asset Purchase Agreement among or connected with this Agreement, the SellerAncillary Agreements, Digital Angel Corporation, the Buyer Funds and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating the Transactions shall be pursuant to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008indemnification provisions set forth in this Section 10.03.

Indemnification by the Buyer. The Except as otherwise limited by this Article 10 and Article 11 hereof, the Buyer agrees to indemnify, defend and hold harmless, defend, and indemnify the Seller and each of its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, stockholders and controlling Persons and its successors and assigns (collectively the “Seller Indemnified PartiesGroup”) harmless from and againstagainst and in respect of Damages actually suffered, and pay to the applicable incurred or realized by such party (collectively, “Seller Indemnified Parties the amount of any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damagesLosses”), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of or relating to (individually, a “Loss” and collectively, the “Losses”): (a) the failure resulting from:any misrepresentation or breach of any of the representations or warranties warranty made by the Buyer in this Agreement or any misrepresentation in or breach of warranty under any other agreement, to be true and correct in all respects at and as of which Buyer is a party, certificate, Schedule, Exhibit or writing delivered by Buyer to the Closing DateSeller pursuant to this Agreement; (ba) the any breach of any covenant or other agreement on made or undertaken by the part Buyer in this Agreement or in any other agreement to which Buyer is a party, certificate, Schedule, Exhibit or writing delivered by the Buyer to the Seller and the Shareholders pursuant to this Agreement, including the Disclosure Schedule (b) any Assumed Liability or the Buyer’s operation of the Business or the Transferred Assets or the use of the Facilities after the Closing Date; provided, however, that the Buyer under shall in no event be liable for or be required to provide indemnity pursuant to this Agreement;Section 10.03 for the Buyer’s failure to detect or remedy any Environmental Liabilities arising on or prior to the Closing Date; or (c) any claims fees, commissions or demands against like payments by any Seller Indemnified Party arising out of Person having acted or resulting claiming to the Assumed Liabilities (as defined below); (d) any claims have acted, directly or demands against any Seller Indemnified Party arising out of or resulting to Buyer’s ownership, lease, use or operation of the Company after the Closing; (e) any claims or demands arising out of or relating to that certain Amended and Restated Supply, License and Development Agreement between the Seller and Digital Angel Corporation dated December 27, 2005indirectly, as amended; (f) any claims a broker, finder or demands arising out of or relating to that certain Asset Purchase Agreement among financial advisor for Buyer in connection with the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008; and (g) any claims or demands arising out of or relating to that certain Letter Agreement between the Seller and Digital Angel Corporation dated May 15, 2008transactions contemplated by this Agreement.

Indemnification by the Buyer. The Subject to the other terms and conditions set forth in this Article XII, from and after the Closing, the Buyer agrees shall (and with respect to clause (iv) below, MTECH Holdings, LLC shall, jointly and severally with Buyer) indemnify and hold harmless, defend, and indemnify harmless the Seller and its officersAffiliates (each, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and assigns (collectively the a “Seller Indemnified PartiesPerson”) from from, against and against, and pay to the applicable Seller Indemnified Parties the amount in respect of any and all lossesLosses incurred or suffered by the Seller Indemnified Persons or any of them based upon, liabilities, claims, obligations, deficiencies, demands, judgments, damages (including incidental and consequential damages), interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including the costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving a third party claim arising out of or relating with respect to (individually, a “Loss” and collectively, the “Losses”):or by reason of: (ai) the failure of any of the representations breach of, or warranties inaccuracy in, any representation or warranty made by the Buyer in this Agreement to be true and correct in all respects at and as Article IV (other than in respect of the Closing Date; (bFundamental Representations contained therein) the breach or in any certificate delivered by or on behalf of any covenant or other agreement on the part of the Buyer under pursuant to this Agreement; (cii) any claims breach of, or demands against inaccuracy in, any Seller Indemnified Party arising out of or resulting to the Assumed Liabilities (as defined below)Fundamental Representations made by Buyer; (diii) any claims breach or demands against violation of any Seller Indemnified Party arising out covenant or agreement of the Buyer in or resulting pursuant to Buyer’s ownership, lease, use or operation this Agreement; (iv) (A) any Indebtedness of the Company after or any of its Subsidiaries existing following the Closing; , and specifically including any Indebtedness outstanding in connection with the Loan and Security Agreement, dated February 17, 2016, by and between Bank of America, N.A. and the Company (eor any successor thereto), and (B) any claims indemnification obligations pursuant to the Loan and Security Agreement, dated February 17, 2016, by and between Bank of America, N.A. and the Company (or demands arising any successor thereto) that arise out of acts or relating to that certain Amended and Restated Supplyomissions occurring following the Closing, License and Development Agreement between in each case specified in the Seller and Digital Angel Corporation dated December 27foregoing clauses (A)-(B), 2005, as amended; (f) any claims or demands arising out of or relating to that certain Asset Purchase Agreement among the Seller, Digital Angel Corporation, and Destron Fearing Corporation dated November 12, 2008which is not otherwise addressed in this Agreement; and (gv) any claims payment made or demands arising out of to be made, or other Loss sustained, by Volt under or in connection with the Xxxxxxxx Lease relating to or chargeable to the period after the Closing Date. provided, however, that certain Letter notwithstanding anything in this Agreement between to the contrary, the Seller and Digital Angel Corporation dated May 15Indemnified Persons shall not be indemnified under this Agreement for any Losses to the extent that the events or items giving rise to such Losses were accounted for in the calculation of any adjustment to the Purchase Price pursuant to Section 2.4; provided, 2008further, that this Section 12.2(a) shall not provide for any indemnification with respect to Taxes, for which Buyer’s sole obligation is set forth in Article VIII.