Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. Subject to the limitations set forth in this Section 6, the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by the Purchaser. Subject to the limitations set forth in this Section 6, The Purchaser and the Purchaser shall Parent jointly and severally agree to indemnify the each Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesAffiliates against, and agree to hold each of them harmless from, any and all Losses incurred or suffered by a Seller or any such Affiliate because of (1) any material breach of a representation or warranty of the Purchaser contained in Section 4.2 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.2(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Purchaser in this Agreement, (3) any Assumed Liability, (4) the operation of the Business from and after the Closing, (5) the failure by the Purchaser or any of its Affiliates or any of their respective agents, directors, officersofficers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time from and after the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business from and agents after the Closing, (7) the failure by the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time from and after the Closing, or (8) any false or misleading advertising or other misrepresentation by the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders from and after the Closing. Notwithstanding the foregoing, the Sellers and their respective successors, heirs and assigns Affiliates shall not be entitled to indemnity pursuant to clause (collectively, 1) of this Section 9.3: (a) in respect of any De Minimis Claim; (b) for any Losses until the “Other Indemnitees”) against any Damages that aggregate amount of all Losses incurred or suffered by the Other Indemnitees Sellers or any one of them incurs resulting their Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Sellers and their Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or arising from or otherwise relating to [ * ] or the reasonable efforts suffered by the Other Indemnitees Sellers or any one their Affiliates in excess of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDthe Indemnity Cap.

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold each of the limitations set forth in this Section 6, the Purchaser shall indemnify the Seller Selling Parties and their Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including reasonable attorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, arising out of, or involving any Damages that the Seller Indemnitees third party claim, demand, action or any one of them incurs resulting or proceeding arising from or otherwise relating to out of, (ai) any breach of any representation, warranty or certification made by the Purchaser in or pursuant to any of the Transaction Documents, (ii) any breach of or default under any covenant or agreement by the Purchaser to a Selling Party pursuant to any Transaction Document to which the Purchaser is party, (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser or its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this Royalty Purchase and Sale Agreement, and (iv) acts or omissions of a Selling Party or any of its Affiliates based upon written instructions from any Purchaser Indemnified Party (unless the Selling Party is otherwise liable for such Losses pursuant to the terms of this Royalty Purchase and Sale Agreement); provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such Seller Indemnified Party, (B) to the extent resulting from the performance by a Selling Party or any other Person (excluding the Purchaser) or the failure of a Selling Party or any other Person (excluding the Purchaser) to perform any of its obligations under, or any breach of any of a Selling Party’s representations and warranties in, any of the Transaction Documents or (C) to the extent resulting from acts or omissions of the Purchaser set forth in Section 5.2; (b) or any breach of its Affiliates based upon the written instructions from any Seller Indemnified Party. Any amounts due to any Seller Indemnified Party hereunder shall be payable by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the to such Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIndemnified Party upon demand.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify and hold each of the Seller and their its Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against any Damages that the or incurred or suffered by such Seller Indemnitees or any one Indemnified Party arising out of them incurs resulting or arising from or otherwise relating to (a) any breach of any representation, warranty or certification made by the representations and warranties Purchaser in any of the Transaction Documents or certificates given by the Purchaser set forth in Section 5.2; writing pursuant hereto or thereto, (b) any breach of or default under any covenant or agreement by the Purchaser of the covenants of the Purchaser set forth in this Agreement; pursuant to any Transaction Document and (c) any Assumed Liabilityfees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; or (d) provided, however, that the foregoing shall exclude any liability arising from indemnification to any Seller Indemnified Party (i) that results from the post-Effective Date usebad faith or willful misconduct of such Seller Indemnified Party, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) to the Purchaser’s extent resulting from acts or its Affiliates’ or sublicensees’ (except for omissions of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Seller, their Affiliates Securities and their and their Affiliates’ licensees or sublicensees) practice Exchange Commission pursuant to Rule 24b-2 of the licenses set forth in Sections 1.3 and 1.4Securities Exchange Act of 1934, excluding any such liability resulting from or relating to an infringement of [ * ]as amended. In addition, the Purchaser shall indemnify based upon the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each written instructions from any Seller Indemnified Party or (iii) for any matter in respect of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against which any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating Purchaser Indemnified Party would be entitled to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDindemnification under Section 9.1.

Indemnification by the Purchaser. (a) The Purchaser shall hold harmless and indemnify the Seller and Shareholder from and against, and shall compensate and reimburse the Seller for, any Damages that are directly suffered or incurred by the Seller or Shareholder or to which the Seller or Shareholder may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any Breach of any of the representations or warranties of the Purchaser contained in this Agreement, the other Transactional Agreements or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (ii) any Breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser pursuant to this Agreement, the other Transactional Agreements or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; (iii) any claim or Proceeding against the Seller of Shareholder by any Person based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Purchaser or any of its Affiliates conducted, existing or arising after the Closing Date; (iv) Purchaser’s use of Seller’s Medicare or Medicaid Provider or submitter numbers after the Closing Date to submit claims for services provided by Seller after the Closing Date; or (v) any failure on the part of the Purchaser to perform and discharge the assumed liabilities on a timely basis. (b) Subject to the limitations set forth in this Section 64.3(c), the Purchaser shall indemnify the Seller and their Affiliates and each not be required to make any indemnification payment pursuant to Section 4.3(a) for any Breach of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the its representations and warranties until such time as the total amount of all Damages (including the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability Damages arising from (isuch Breach and all other Damages arising from any other Breaches of its representations or warranties) the post-Effective Date use, license, sale that have been directly or exploitation of any of the Purchased Assets indirectly suffered or incurred by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates or to which the Seller has otherwise become subject, exceeds $5,000 in the aggregate. If the total amount of such Damages exceeds $5,000 in the aggregate, the Seller shall be entitled to be indemnified against and their compensated and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except reimbursed for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice entire amount of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets PurchaserDamages, and their respective Affiliates and each not merely the portion of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDsuch Damages.

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold harmless the Company, its partners, Affiliates, officers, directors, employees and duly authorized agents and each Person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the limitations set forth same extent as the foregoing indemnity from the Company to the Purchaser, but only with reference to information related to the Purchaser or its plan of distribution, furnished in this Section 6writing by the Purchaser or on the Purchaser's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against the Purchaser, the Purchaser shall indemnify have the Seller rights and their Affiliates duties given to the Company, and each of their trusteesthe Company or its partners, Affiliates, officers, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ]duly authorized agents, or (ii) the Purchaser’s such controlling Person, or its partners, Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, officersemployees or duly authorized agents, employees shall have the comparable rights and agents duties given to the Purchasers by Section 4.1. The Purchaser also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities with reference to the same information as to which it agrees to indemnify the Company referenced above, their respective successorsofficers and directors and each Person who controls such Underwriters on customary terms. The Company shall be entitled to receive indemnities on customary terms from Underwriters, heirs selling brokers, dealer managers and assigns (collectivelysimilar securities industry professionals participating in the distribution, to the “Other Indemnitees”) against same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] prospectus or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDRegistration Statement.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify and hold each of the Seller and their its Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including attorneys’ fees) awarded against any Damages that the or incurred or suffered by such Seller Indemnitees Indemnified Party, involving a third party claim, demand, action or any one proceeding, arising out of them incurs resulting or arising from or otherwise relating to (ai) any breach of any representation, warranty or certification made by the representations Purchaser in any of the Transaction Documents or certificates given by the Purchaser in writing pursuant hereto or thereto, (ii) any breach of or default under any covenant or agreement by the Purchaser pursuant to any Transaction Document to which the Purchaser is party and warranties (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such Seller Indemnified Party, (B) to the extent resulting from the performance by any other Person (including the Seller) or the failure of any other Person (including the Seller) to perform any of its obligations under any of the Transaction Documents or (C) to the extent resulting from acts or omissions of the Purchaser set forth in Section 5.2; (b) based upon the written instructions from any breach Seller Indemnified Party. Any amounts due to any Seller Indemnified Party hereunder shall be payable by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the to such Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIndemnified Party upon demand.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, employees, equity holders, attorneys, agents and Affiliates against, and agrees to hold each of them harmless from, any and all Losses incurred or suffered by a Seller or any Seller's officers, employees directors, employees, equity holders, attorneys, agents or Affiliates, whether or not resulting from a third party claim, arising out of, relating to or resulting from, without duplication, (1) any breach of a representation or warranty of the Purchaser contained in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement, (2) any breach of an agreement or covenant made by the Purchaser in this Agreement, (3) any inaccuracy in any certificate or instrument delivered by the Purchaser to any Seller pursuant to this Agreement, (4) any Assumed Liability or any Liability or obligation of Purchaser to any third party arising or to be paid, performed or discharged after the Closing Date, (5) Purchaser's use and agents operation of the Acquired Assets from and after the Closing Date, including any act or omission of Purchaser or any of Purchaser's officers, directors, employees, agents, or Affiliates relating thereto, (6) any failure of Purchaser or any of its Affiliates to comply with any applicable "bulk sales" or similar Requirement of Law in connection with the consummation of the transactions contemplated by this Agreement, (7) the Purchaser's actions or omissions relating to any Acquired Assets which are accounts and/or receivables which are not Eligible Accounts, or (8) any violation or alleged violation of any federal, state, local or municipal law or regulation with respect to the Acquired Assets or the Assumed Liabilities. Notwithstanding the foregoing, the Sellers and their respective successorsAffiliates will not be entitled to indemnity pursuant to this Section 9.3 (i) in respect of any individual Action or individual claim, heirs fact or occurrence or any series of related Actions, claims, facts or occurrences (including any class action), until Losses in respect of such individual or related Actions, claims, facts or occurrences are greater on a cumulative basis than the Indemnity Deductible or (ii) for any Losses, until the aggregate amount of such Losses incurred or suffered by any Seller(s) or any of their respective Affiliates exceeds on a cumulative basis the Indemnity Deductible, in which case the Sellers and assigns (collectively, their respective Affiliates shall be entitled to indemnification for the “Other Indemnitees”) against any Damages full amount of such Losses in excess of such Indemnity Deductible; provided that in no event will Sellers and their respective Affiliates be entitled to indemnity for Losses pursuant to this Section 9.3 to the extent that the Other Indemnitees amount of Losses, in the aggregate, incurred or suffered by the Sellers or any one of them incurs resulting or arising from or otherwise relating to [ * ] or their respective Affiliates exceeds the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIndemnity Cap.

Indemnification by the Purchaser. Subject (a) From and after the Tier One Closing Date, subject to the other provisions of this Article 8, the Purchaser agrees to indemnify the Sellers and their respective officers, directors, employees, Representatives and Affiliates (collectively, the “Indemnified Seller Entities” and, together with the Indemnified Purchaser Entities, the “Indemnified Entities”) for, and to hold each of them harmless from and against any and all Indemnifiable Losses actually suffered, paid or incurred by any such Indemnified Seller Entity as a result of: (i) any breach of any of the representations and warranties made by the Purchaser in Sections 4.01, 4.02, 4.03, 4.04, 4.07, 4.08, 4.11 and 4.12; (ii) any failure to perform any covenant or agreement of the Purchaser; or (iii) the ownership of the Transferred Interests or the businesses, and all operations of, the Acquired Companies arising or resulting from any period after the applicable Closing. (b) Notwithstanding anything to the contrary contained in this Section 8.02, the Indemnified Seller Entities shall be entitled to indemnification: (i) with respect to any Claim for indemnification pursuant to Section 1.01(a)(i), only if the aggregate of Indemnifiable Losses to all Indemnified Seller Entities with respect to all such Claims exceeds the Deductible, whereupon (subject to the provisions of clauses (ii) and (iii) below) the Purchaser shall be obligated to pay in full all such amounts but only to the extent such aggregate Indemnifiable Losses are in excess of the amount of the Deductible; (ii) with respect to any Claim for indemnification pursuant to Section 1.01(a)(i), only with respect to individual items where the Indemnifiable Losses relating thereto are in excess of the Minimum Claim Amount (any items less than such threshold shall not be aggregated for the purposes of the immediately preceding clause (i)); and (iii) notwithstanding anything to the contrary contained in this Agreement, with respect to any Claim for indemnification pursuant to Section 1.01(a)(i), in no event shall the Purchaser’s aggregate liability to the Indemnified Seller Entities exceed the Cap. (c) Notwithstanding anything to the contrary contained in this Section 8.02, the Indemnified Seller Entities shall be entitled to indemnification only if such Claims are made on or before the expiration of the survival period pursuant to Section 7.01 for the applicable representation, warranty, covenant or agreement. (d) This Section 8.02 is subject to the limitations set forth in this Section 6, the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates7.03(b), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify and hold each of the Seller and their its Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including attorneys’ fees) awarded against any Damages that the or actually incurred or suffered by such Seller Indemnitees Indemnified Party, whether or any one not involving a third party claim, demand, action or proceeding, arising out of them incurs resulting or arising from or otherwise relating to (ai) any breach of any representation, warranty or certification made by the representations Purchaser in any of the Transaction Documents or certificates given by the Purchaser in writing pursuant hereto or thereto, (ii) any breach of or default under any covenant or agreement by the Purchaser pursuant to any Transaction Document to which the Purchaser is party and warranties (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such Seller Indemnified Party, (B) to the extent resulting from the failure of any Person other than the Purchaser to perform any of its obligations under any of the Transaction Documents or (C) to the extent resulting from acts or omissions of the Purchaser set forth in Section 5.2; (b) based upon the written instructions from any breach Seller Indemnified Party. Any amounts due to any Seller Indemnified Party hereunder shall be payable by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the to such Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIndemnified Party upon demand.

Indemnification by the Purchaser. (a) The Purchaser shall hold harmless and indemnify the Seller and Sole Member from and against, and shall compensate and reimburse the Seller for, any Damages that are directly suffered or incurred by the Seller or Sole Member or to which the Seller or Sole Member may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any Breach of any of the representations or warranties of the Purchaser contained in this Agreement, the other Transactional Agreements or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (ii) any Breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser pursuant to this Agreement, the other Transactional Agreements or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; (iii) any claim or Proceeding against the Seller of Sole Member by any Person based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Purchaser or any of its Affiliates conducted, existing or arising after the Closing Date; (iv) Purchaser’s use of Seller’s Medicare or Medicaid Provider or submitter numbers after the Closing Date to submit claims for services provided by Seller after the Closing Date; or (v) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities and the Transitional Costs on a timely basis. (b) Subject to Section 4.3(c), and except for the limitations set forth obligations specified in this Section 64.3(a)(v), the Purchaser shall indemnify the Seller and their Affiliates and each not be required to make any indemnification payment pursuant to Section 4.3(a) for any Breach of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the its representations and warranties until such time as the total amount of all Damages (including the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability Damages arising from (isuch Breach and all other Damages arising from any other Breaches of its representations or warranties) the post-Effective Date use, license, sale that have been directly or exploitation of any of the Purchased Assets indirectly suffered or incurred by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates or to which the Seller has otherwise become subject, exceeds $5,000 in the aggregate. If the total amount of such Damages exceeds $5,000 in the aggregate, the Seller shall be entitled to be indemnified against and their compensated and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except reimbursed for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice entire amount of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets PurchaserDamages, and their respective Affiliates and each not merely the portion of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any such Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]exceeds $5,000. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTAsset Purchase Agreement, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.MTBC & RXX 00

Indemnification by the Purchaser. Subject (a) The Purchaser agrees to indemnify and save harmless the limitations set forth in this Section 6Vendor, the Purchaser shall indemnify the Seller and their its Affiliates and each of their trustees, respective directors, officers, employees employees, agents, successors and agents and their respective successors, heirs and permitted assigns (collectively, the “Seller Indemnitees”"Vendor Indemnified Parties") from and against any Damages that all Losses suffered or incurred by the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to Vendor as a result of: (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (bi) any breach by the Purchaser of the covenants any representation or warranty of the Purchaser contained in Section 4.1 of this Agreement or in any agreement, certificate or other document delivered by the Purchaser to the Vendor pursuant hereto; (ii) any breach or non-performance by the Purchaser of any covenant to be performed by it which is contained in this Agreement or in any agreement, certificate or other document delivered by the Purchaser to the Vendor pursuant hereto; (iii) the Purchaser's failure to comply with any fraudulent transfer laws that may be applicable to the transactions contemplated by this Agreement; and (iv) any obligations for which GLC NewCo is responsible pursuant to Sections 6.4 and 6.5 of the Assignment and Assumption Agreement. (b) No claim for indemnification may be made by a Vendor Indemnified Party under Section 10.2(a)(i) (other than a claim in respect of a breach of section 4.1(d) or any certificate of other document delivered pursuant thereto) unless notice of such claim is delivered by a Vendor Indemnified Party to the Purchaser prior to the date that is 15 months following the Closing Date; provided, however, that if a claim for indemnification relates to a matter in the Purchaser Fundamental Representations or Section 10.2(a)(ii), notice of such claim may be delivered by a Vendor Indemnified Party to the Purchaser any time after the Closing Date. If notice of a claim for indemnification is not delivered by the a Vendor Indemnified Party to the Purchaser with in the time periods set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their AffiliatesSection 10.2(b), sublicensees (except for the Seller, their Affiliates Vendor acknowledges and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, agrees that the Purchaser shall indemnify not have any responsibility or obligation whatsoever in respect of the Sellerfacts or circumstances which have, the Sellable Assets Purchaseror may have, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating given rise to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDsuch claim for indemnification.

Indemnification by the Purchaser. Subject (a) After the Closing and subject to the limitations set forth in provisions of this Section 6Article 9, the Purchaser shall indemnify will indemnify, defend and hold harmless the Seller Vendors and their Affiliates and each of their trusteesAffiliates, directors, officers, employees and agents and their respective successorsdirectors, heirs officers and employees and the respective successors and permitted assigns of the foregoing (collectively, the “Seller IndemniteesVendor Indemnified Parties”) from, against and in respect of all Claims asserted against or imposed on and Losses sustained, incurred or suffered by any Damages that the Seller Indemnitees Vendor Indemnified Party arising out of, resulting from, based on or any one of them incurs resulting or arising from or otherwise relating to to: (ai) any breach of or inaccuracy in any Purchaser Fundamental Representations and Warranties made by the representations Purchaser in this Agreement or any Transaction Document (determined, including with respect to the amount of Losses arising therefrom, without regard to any qualification or references to “Material Adverse Effect,” “material,” “materially” or other materiality qualifications or references contained in any Fundamental Representations & Warranties or the definition of any defined term used therein); (ii) any breach of or inaccuracy in any representation or warranty (other than the Purchaser Fundamental Representation and warranties Warranties) made by the Purchaser or any of its Affiliates in this Agreement or any Transaction Document (determined, including with respect to the amount of Losses arising therefrom, without regard to any qualification or references to “material adverse effect,” “material,” “materially” or other materiality qualifications or references contained in any specific representation or warranty or the definition of any defined term used therein); (iii) any breach, nonfulfillment or default by the Purchaser or any of its Affiliates in the performance of or compliance with any of the covenants or agreements of the Purchaser set forth or any of its Affiliates contained in this Agreement or any Transaction Document other than the Transition Services Agreement; (iv) the Assumed Liabilities; (v) any Liabilities in respect of Assumed Contracts to the extent they relate to the period after the Time of Closing; (vi) any Liabilities in respect of the Transferred Employees relating to the period after the Time of Closing; and (vii) any Liabilities associated with the application for the Withholding Tax Certificate contemplated herein. (b) Notwithstanding any of the other provisions of this Agreement, the Purchaser will be liable to any Vendor Indemnified Party in respect of any Claim or Loss referred to in Sections 9.3(a)(i), in perpetuity, whether or not the Vendor Parties have discovered or could have discovered such breach or inaccuracy of such matters before such time. (c) Notwithstanding any of the other provisions of this Agreement, the Purchaser will not be liable to any Vendor Indemnified Party in respect of any Claim or Loss referred to in Section 5.29.2(a)(ii) unless notice of any Claim by the Vendor against the Purchaser with respect thereto is given to the Purchaser by the Vendor within - 84 - eighteen (18) months after the Closing Date, whether or not the Vendor Parties have discovered or could have discovered such breach or inaccuracy of such matters before such time, but excluding any Claim or Loss arising out of, resulting from, based on or relating to any fraud or willful and material breach by the Purchaser, in which case there will be no time limit for the Vendor Parties to make a Claim against the Purchaser in respect thereof. (d) Notwithstanding any of the other provisions of this Agreement, the Purchaser will not be liable to any Vendor Indemnified Party in respect of any Claim or Loss referred to in Section 9.3(a)(iii) solely in respect of any covenants and agreements to be fully performed at or prior to the Closing, unless notice of any Claim by the Vendor Parties against the Purchaser with respect thereto is given to the Purchaser by the Vendor Parties within eighteen (18) months after the Closing Date excluding any Claim or Loss arising out of, resulting from, based on or relating to any fraud or willful and material breach by the Purchaser, in which case there will be no time limit for the Vendor Parties to make a Claim against the Purchaser in respect thereof. For greater certainty, all covenants and agreements to be performed following the Closing will survive the Closing and remain in effect until fully performed or expire in accordance with their terms; provided that if a covenant has a performance date specified in this Agreement, the performance of such covenant will not be extended and nothing will prohibit a Vendor Indemnified Party from submitting any Claim with respect to a covenant having a specified period after the expiration of such specified period. (e) For greater certainty, in the case of any Claim or Loss: (a) referred to in Section 9.3(a)(i) and 9.3(a)(iv) to 9.3(a)(vii) inclusive; (b) any breach by the Purchaser referred to in 9.3(a)(iii) other than in respect of the covenants of and agreements to be fully performed at or prior to the Purchaser set forth in this AgreementClosing; or (c) arising out of, resulting from, based on or relating to any Assumed Liability; fraud or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets willful and material breach by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding Vendor Parties may deliver notice of any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, Claim against the Purchaser shall indemnify with respect thereto at any time indefinitely after the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDClosing Date.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify and hold each of the Seller and their its Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against any Damages that the or incurred or suffered by such Seller Indemnitees or any one Indemnified Party arising out of them incurs resulting or arising from or otherwise relating to (a) any breach of any representation, warranty or certification made by the representations and warranties Purchaser in any of the Transaction Documents or certificates given by the Purchaser set forth in Section 5.2; writing pursuant hereto or thereto, (b) any breach of or default under any covenant or agreement by the Purchaser of the covenants of the Purchaser set forth in this Agreement; pursuant to any Transaction Document and (c) any Assumed Liabilityfees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; or (d) provided, however, that the foregoing shall exclude any liability arising from indemnification to any Seller Indemnified Party (i) that results from the post-Effective Date usebad faith or willful misconduct of such Seller Indemnified Party, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) to the Purchaser’s extent resulting from acts or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice omissions of the licenses set forth Purchaser based upon the written instructions from any Seller Indemnified Party or (iii) for any matter in Sections 1.3 and 1.4, excluding respect of which any such liability resulting from or relating Purchaser Indemnified Party would be entitled to an infringement of [ * ]indemnification under Section 9.1. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTCertain confidential information contained in this document, MARKED BY BRACKETSmarked by brackets, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, AS AMENDEDas amended.

Indemnification by the Purchaser. Subject always to the limitations set forth in provisions of Sections 8.4 and 8.5 and the provisions of this Section 68.3, the Purchaser shall defend, indemnify and hold harmless the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the PurchaserSeller, its Affiliates and their respective successorsofficers, assignsdirectors, licensees agents and employees (except for individually, a "Seller Indemnitee" and collectively the "Seller Indemnitees") from and against: One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any breach of, or misrepresentation or inaccuracy in, any representation or warranty made by the Purchaser in or pursuant to this Agreement in Sections 4.2(a), (b), (c)(i), (e) (to the extent that the representation in 4.2(e) relates to the Purchaser) or (f); Fifty (50%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any breach of, or misrepresentation or inaccuracy in, any representation or warranty made by the Purchaser in or pursuant to this Agreement in Sections 4.2(c)(ii), (d) or (e) (to the extent that the representation in 4.2(e) relates to the Partnership); One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any breach of any covenant, agreement or obligation made or to be performed by the Purchaser or its Affiliates under or pursuant to this Agreement provided that the Purchaser shall first have notice of and an opportunity to cure within that thirty (30) days of such notice breaches relating to post-Closing covenants, agreements or obligations that are not willful, intentional or reckless; One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, to the extent such Losses are a result of or in connection with activities of the Business after the Closing Date, including without limitation, any alleged breach or breach of contracts of the Business on or after the Closing (but not contracts of the Business with the Seller and their or its Affiliates), sublicensees (except or any Losses related to the employment of employees of the Business or the hiring of consultants for the SellerBusiness or by the Purchaser, their Affiliates including with respect to the Bayer Benefit Plans and their and their Affiliates’ licensees the Partnership Pension Plan used to provide benefits to such employees or sublicenseesconsultants, the termination (including constructive termination) and transfereesof any employees as a result of the transactions contemplated by this Agreement, but excluding or Losses arising from any Proceeding arising from events or occurrences on or after the Closing Date, provided however, that the Seller Indemnitee shall have the burden of proving the extent to which any such liability Losses are the result of occurrences after the Closing Date; One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, to the extent that such Losses result from (A) Taxes (including all information returns) assessed against the Business due in respect of any period beginning on or after the Closing Date, (B) Taxes, related to, arising out of or resulting from the failure to qualify to do business in any jurisdiction or lack of good standing in any jurisdiction due in respect of any period beginning on or after the Closing Date, or (C) a failure or delay by the Purchaser to amend (x) its corporate registrations in jurisdictions where it is qualified to do business as an extra-provincial corporation, or (y) licenses, registrations and labels relating to any Products or Formulations, in each case, to reflect the fact that the Partnership has been dissolved as a result of the acquisition by the Purchaser from the Seller of the Offered Partnership Interest on Closing and that the Purchaser carries on the Business following the Closing; One-half (50%) of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with the operation of the Business prior to the Closing Date (other than to the extent such liability is set forth or reserved for in the Financial Statements), including without limitation one-half (50%) of: any Losses arising from any Proceeding arising from events or occurrences prior to the Closing Date; any Losses arising from an alleged failure or a failure of the Partnership or the Business to comply with Laws (other than Environmental Laws) prior to the Closing Date; any Losses arising prior to the Closing Date related to the employment of employees of the Partnership or the hiring of consultants by the Partnership, including any Losses involving the Partnership Benefit Plans and the Partnership Pension Plan used to provide benefits to such employees or consultants; any alleged breach or breach of contracts of the Partnership and its Affiliates prior to the Closing; and any Losses arising from any liability arising from events or occurrences prior to, or relating to an infringement the periods prior to the Closing Date to the extent such liability is not reflected or reserved in the Financial Statements, including without limitation the litigation claims set forth on Schedule 4.1(g) and Schedule 4.2(c). one-half (50%) of [ * ]any Taxes assessed against the Partnership due in respect of any period beginning on or after November 20, 1998 through the Closing Date; and One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any failure to pay the Purchase Price. Notwithstanding Section 8.3(a), the Purchaser shall not be required to indemnify the Seller Indemnitees unless such right to indemnification is asserted by the Seller (whether or not such Losses have actually been incurred) by written notice to the Purchaser describing with reasonable specificity the facts giving rise to the asserted right within the following time periods: with respect to any matter covered by Section 8.3(a)(iv) and any fraud or intentional misrepresentation made by the Purchaser, there shall be no limitation on the time for making a Claim; with respect to any matter covered by Section 8.3(a)(iii) (other than those specified in Section 8.3(b)(i) above, Tax matters or matters relating to employees or employee benefits which are dealt with in Section 8.3(b)(iii), or Environmental Liability (which is dealt with exclusively in Sections 8.4 and 8.5)), on or before the later of (x) the date which is five (5) years after the Closing Date or (y) two (2) years following the breach, but in no event later than seven (7) years following Closing; with respect to Tax matters covered under Section 8.3(a)(v) or (a)(vii), or matters relating to the Partnership Pension Plan covered under Section 8.3(a)(vi), on or before the date that the relevant authorities shall no longer be entitled to assess liability in respect of such Tax matters or such Partnership Pension Plan matters; and with respect to matters relating to employees or the Partnership Benefit Plans covered under Section 8.3(a)(vi), on or before the expiration of the applicable statute of limitations for the Claim, or if a violation of Law, the applicable statute of limitations for the underlying Laws which form the basis of the Claim. with respect to all other matters covered by Section 8.3(a) (other than other than those specified in Section 8.3(b)(i) and (b)(ii) above, Tax matters or matters relating to employees or employee benefits, which are dealt with in Section 8.3(b)(iii), and Environmental Liability, which is dealt with exclusively in Sections 8.4 and 8.5), on or before the date which is two (2) years after the Closing Date. Subject to the terms of Section 8.3(d) and (e) and Section 8.5, the Purchaser (i) shall not be required to indemnify the Seller Indemnitees pursuant to Section 8.3(a) with respect to any individual Losses of less than the De Minimis Amount or with respect to the Threshold Amount of such Losses (calculated on a cumulative basis under both this Agreement and the Xxxxxxxxx LLC Purchase Agreement and not taking into account all individual Losses of less than the De Minimis Amount), and (ii) shall indemnify the Seller Indemnitees pursuant to Section 8.3(a) for such Losses to the extent in excess of the Threshold Amount. Except as provided by Section 8.3(d) and 8.3(e) and comparable provisions of the Xxxxxxxxx LLC Purchase Agreement so identified in the Xxxxxxxxx LLC Purchase Agreement, the Purchaser's aggregate indemnification obligations for Losses under both this Agreement and the Xxxxxxxxx LLC Purchase Agreement shall in no event exceed the General Indemnification Cap. Notwithstanding Section 8.3(c), the General Indemnification Cap shall not apply to Losses (i) under Section 8.3(a)(vi) and 8.3(a)(vii) with respect to Tax matters and with respect to any matter relating to employees or employee benefits or (ii) to Losses under Section 8.5 with respect to Environmental Liability (collectively, the "Canadian Seller Excepted Liabilities"). Purchaser's aggregate indemnification obligations with respect to the Losses with respect to such Canadian Seller Excepted Liabilities (other than indemnification obligations under Sections 8.5(a), 8.5(b)(ii), 8.5(c)(ii), 8.5(d) and 8.5(e) which are subject to no indemnification cap or limitation) under this Agreement and Losses specified as the "Seller Excepted Liabilities" (other than indemnification obligations with respect to any Environmental Liability that is not subject to any indemnification cap or limitation in the Xxxxxxxxx LLC Purchase Agreement) under the Xxxxxxxxx LLC Purchase Agreement (to the extent in excess of any Threshold Amount of Losses calculated simultaneously under this Agreement and the Xxxxxxxxx LLC Purchase Agreement and exclusive of any individual Losses of less then the De Minimis Amounts), shall not exceed the Aggregate Indemnification Cap. Except as provided herein, the Purchaser’s or its Affiliates’ or sublicensees’ (except 's aggregate indemnification obligations including those with respect to Losses subject to the General Indemnification Cap and the Aggregate Indemnification Cap under this Agreement and under the Xxxxxxxxx LLC Purchase Agreement shall in no event exceed the Aggregate Indemnification Cap, and any monies paid by the Purchaser on account of indemnification obligations for the Seller, their Affiliates Environmental Matters under Section 8.5 of this Agreement and their and their Affiliates’ licensees or sublicensees) practice Section 8.5 of the licenses set forth Xxxxxxxxx LLC Purchase Agreement (other than indemnification obligations under Sections 8.5(a), 8.5(b)(ii), 8.5(c)(ii) and 8.5(d) of this Agreement and Sections 8.5(a), 8.5(b)(ii), 8.5(c)(ii) and 8.5(d) or Section 8.3 (d) of the Xxxxxxxxx LLC Purchase Agreement, which are subject to no indemnification cap or limitation) and under indemnification obligations under the Xxxxxxxxx LLC Purchase agreement (other than those that are not subject to any indemnification cap or limitation in Sections 1.3 and 1.4the Xxxxxxxxx LLC Purchase Agreement) shall be included in the calculations for purposes of determining whether the Aggregate Indemnification Cap has been reached. Notwithstanding Section 8.3(c) or Section 8.3(d), excluding the De Minimis Amount, the Threshold Amount, the General Indemnification Cap or the Aggregate Indemnification Cap shall not apply to Losses with respect to (i) any fraudulent or intentional misrepresentation, or any breach of a covenant or agreement made or to be performed by the Purchaser, (ii) Losses under Section 8.3(a)(viii) or (iii) Losses under Section 8.3(a)(iv) (to the extent that the Seller Indemnitee has met its burden of proof that such liability resulting Losses resulted from post-Closing occurrences) or relating Section 8.3(a)(v). Notwithstanding anything to an infringement of [ * ]. In additionthe contrary herein, the Purchaser shall be required to indemnify the SellerSeller Indemnitees with respect to any Loss under Section 8.3(a)(ii), Section 8.3(a)(vi) or Section 8.3(a)(vii), only to the extent that (i) a claim for such Loss has been asserted directly against, and paid by, the Sellable Assets PurchaserSeller Indemnitees, and their respective Affiliates and each (ii) the Seller Indemnitees collectively have incurred or paid the entire amount of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns such Losses. In the event that the Seller Indemnitees have collectively incurred or paid more than one-half (collectively50%) of the total amount of such a Loss but less than the entire amount of such Loss, the “Other Indemnitees”Purchaser shall only indemnify the Seller Indemnitees for any amount in excess of one-half (50%) against any Damages of the total amount of the Loss. For purposes of this Section 8.3, amounts paid or payable by a Seller Indemnitee to indemnify a Purchaser Indemnitee shall not be amounts that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts qualify as a Loss suffered by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDa Seller Indemnitee.

Indemnification by the Purchaser. Subject to the limitations set forth in this Section 6(a) The Purchaser will indemnify, the Purchaser shall indemnify defend and hold harmless the Seller and the Seller’s Affiliates (which will not include the Acquired Companies or their respective Affiliates and each of their trustees, directors, officers, employees and agents following the Closing) and their respective successorsRepresentatives, heirs successors and assigns (collectively, the “Seller IndemniteesIndemnified Parties”) against from and against, and will reimburse the Seller Indemnified Parties for, any Damages that the which are asserted against, resulting to, imposed on, suffered or incurred by, directly or indirectly, any Seller Indemnitees Indemnified Party or to which any one Seller Indemnified Party may otherwise become subject (regardless of them incurs resulting whether or not such Damages relate to any Third Party Claim) arising from or otherwise relating to out of: (ai) any breach of or in accuracy in any representation or warranty made by the Purchaser in this Agreement or any certificate delivered hereunder; (ii) any breach of or failure to perform by the Purchaser of any covenant or obligation of the Purchaser in this Agreement; or (iii) any Liability of the Acquired Companies or Damages relating to the Acquired Companies that (x) arises out of an act or omission of the Purchaser, the Acquired Companies, or any of their respective Affiliates, Representatives, successors and assigns, after the Closing and (y) is not attributable to any act or omission of the Seller, the Acquired Companies, or any of their respective Affiliates or Representatives on or prior to the Closing. (b) For the sole purposes of determining Damages (and not for determining whether or not any breaches of representations or warranties have occurred), the representations and warranties of the Purchaser set forth in Section 5.2; (b) will not be deemed to be qualified by any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; references to materiality or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDMaterial Adverse Effect.

Indemnification by the Purchaser. Subject (a) From and after the Closing (but subject to the limitations set forth in provisions of this Section 6Article XII), the Purchaser shall indemnify the Seller Sellers and any of their Affiliates and each of the Sellers’ and their trusteesAffiliates’ respective officers, directors, officerscontrol persons, employees employees, equityholders, representatives, permitted assigns and agents successors (individually, a “Seller Indemnified Party” and their respective successors, heirs and assigns (collectively, the “Seller IndemniteesIndemnified Parties”) and hold them harmless against any Damages that Losses which the Seller Indemnitees Indemnified Parties may suffer or any one of them incurs incur in connection with, resulting from or arising from or otherwise relating to out of: (ai) any nonfulfillment or breach of any covenant or agreement set forth herein by the representations Purchaser or in any Exhibit, Schedule or certificate delivered by or on behalf of the Purchaser hereunder; and warranties (ii) any misrepresentation, breach or inaccuracy of any representation or warranty of the Purchaser set forth herein or in any Exhibit, Schedule or certificate delivered by or on behalf of the Purchaser hereunder. Any indemnification pursuant to this Section 5.2; 12.03 shall be delivered to the Representative by wire transfer of immediately available funds to the Representative’s account within five (5) days after the final determination thereof. (b) Notwithstanding the foregoing Section 12.03(a), except for (x) Fraud or (y) claims arising from a breach of a Fundamental Rep, no claims by the Sellers under clause (ii) of Section 12.03(a) shall be so asserted unless and until the aggregate amount of Losses that would otherwise be payable hereunder exceeds on a cumulative basis an amount equal to the Basket, and then the Purchaser shall be obligated to indemnify the Seller Indemnified Parties with respect to the aggregate amount of all Losses in excess of the Basket. (c) Except for in respect of claims of (x) Fraud, (y) claims arising from a breach of a Fundamental Rep and (z) claims arising under Section 12.03(a)(ii) that relate to or arise from any breach by the Purchaser or nonfulfillment of the Purchaser’s covenants and agreements, including, for the avoidance of doubt, to indemnify, pay, reimburse or deliver funds to any Seller (or the Representative) under Section 1.03, Section 7.07 or Section 7.11, the aggregate indemnification obligations of the Purchaser set forth in this Agreement; (cunder Section 12.03(a) any Assumed Liability; or (d) any liability arising from shall be limited an amount equal to the sum of (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates Indemnification Holdback Amount and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s aggregate amount of Earnout Payments. (d) The Seller Indemnified Parties shall not be entitled to recover damages or its Affiliates’ obtain payment, reimbursement, restitution or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice indemnity more than once in respect of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDLoss.

Indemnification by the Purchaser. Subject to this Article XI, the Seller and their heirs, assigns, representatives and agents shall be indemnified and held harmless by the Purchaser, at all times after the date of this Agreement, against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the reasonable fees and expenses of counsel) resulting from, or in respect of, any misrepresentation, breach of warranty, or non-fulfillment of any obligation on the part of the Purchaser under this Agreement, the Contingent Note or the Employment Agreement, any document relating thereto or contained in any schedule or exhibit to this Agreement, the Contingent Note or the Employment Agreement or from any misrepresentation in or omission from any certificate, schedule, other agreement or instrument by the Purchaser hereunder or thereunder. The Purchaser shall also indemnify the Seller and Drs. Petrxxx xxx Wieselthier with respect to any damages, losses, deficiencies, liabilities, obligations, commitments, costs or expenses (including the reasonable fees and expenses of counsel) incurred by the Seller, Dr. Xxxxxxx xx Dr. Xxxxxxxxxxx, xx the case may be, in connection with the structure of the transaction contemplated by this Agreement resulting from the employment of such Person by CP&I or any AmeriPath Affiliate and the violation or alleged violation (only if alleged by a Person not affiliated with the Seller, Dr. Xxxxxxx xx Dr. Xxxxxxxxxxx) xx any Health Care Laws due to the structure of this transaction; provided, however, that AmeriPath shall have the right to assume and control the defense of any such actions with counsel of reputable standing (subject to the limitations set forth in this Section 6, (x) the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach fourth sentence of the representations first paragraph of Section 11.4 and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (iy) the post-Effective Date use, license, sale or exploitation third paragraph of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their AffiliatesSection 11.4), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by the Purchaser. Subject (a) The Purchaser shall indemnify, protect, defend, exculpate and hold the Sellers and their Affiliates and their respective partners, directors, managers, members, shareholders, officers, employees and agents (collectively, the “Seller Indemnified Parties”), harmless from and against, and defend the Seller Indemnified Parties from and reimburse the Seller Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including costs of investigation, reasonable attorneys’ fees and other legal costs and expenses, but not including consequential, punitive, treble or other similar damages, lost profits, special or indirect damages, including loss of future revenue, profits or income or loss of business reputation or opportunity related to the breach or alleged breach of this Agreement) (the “Seller Indemnified Losses”) which the Seller Indemnified Parties shall at any time suffer or incur, or become subject to, as a result of or in connection with: (i) Any breach or inaccuracy of any of the representations or warranties made by the Purchaser in this Agreement; (ii) Any breach of any covenant, agreement or undertaking made by the Purchaser under this Agreement; and (iii) Any failure by Purchaser to satisfy the Assumed Liabilities. (b) Except as provided otherwise herein, (i) the aggregate liability of the Purchaser for Seller Indemnified Losses pursuant to Section 7.2(a)(i) and Section 7.2(a)(ii) shall not exceed the amount of Fifteen Million Dollars ($15,000,000) in the aggregate and (ii) the Purchaser shall be liable for Seller Indemnified Losses pursuant to Section 7.2(a)(i) or Section 7.2(a)(ii) only if the aggregate Seller Indemnified Losses exceed the amount of Five Hundred 886463.02-NYCSR06A - MSW Thousand Dollars ($500,000) (the “Purchaser Basket”), at which point the Purchaser shall be liable for all Seller Indemnified Losses (i.e., from the first dollar of such Seller Indemnified Losses); provided, that Purchaser’s obligations hereunder shall be reduced by the amount of insurance proceeds, tax benefits, indemnification payments and other third-party payments, actually received in connection with such claims (net of any costs incurred in recovering such amounts). For the avoidance of doubt, the limitations set forth in this Section 6, 7.2(b) shall not apply in the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation case of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliatesclaim made pursuant to Section 7.2(a)(iii), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by the Purchaser. Subject The Purchaser hereby agrees to the limitations set forth in this Section 6indemnify, the Purchaser shall indemnify defend and hold harmless the Seller and their Affiliates and each of their trusteesits officers, directors, officersstockholders (Gxxxxx), employees and partners, members, employees, agents and their respective successors, heirs and assigns affiliates (collectively, the “Seller IndemniteesIndemnified Persons”) from and against any Damages that the losses, liabilities, claims, obligations, damages (including diminution in value), strict liability, fines, penalties, assessments, deficiencies, actions, causes of action, arbitrations, proceedings, remediations, judgments, settlements, violations or alleged violations of law, costs and expenses (including reasonable attorneys’ fees and all other expenses incurred in investigating, preparing, or defending any litigation or proceeding, commenced or threatened) (collectively, “Seller Indemnitees Damages”) arising out of or any one of them incurs resulting or arising from or otherwise relating to from: (a) any breach of the representations and warranties of any representation or warranty the Purchaser set forth has made in Section 5.2; this Agreement; (b) any breach by the Purchaser of the its covenants of the Purchaser set forth or obligations in this Agreement; and (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation allegation by a third party of any of the Purchased Assets foregoing. The maximum indemnification liability of the Purchaser (whether arising in law or equity, in contract, tort or any other theory of law) towards any and all Seller Indemnified Persons for any Seller Damages giving rise to such indemnification, shall not exceed an aggregate amount (for all Seller Indemnified Persons and for all Seller Damages) of US$620,000 (six hundred and twenty thousand US Dollars); and the Seller hereby waives, on its own behalf and on behalf of all Seller Indemnified Persons, any excess amounts of Seller Damages. Furthermore, no claim for indemnification may be made after expiration of the survival period as per Section 7.01 below (18 months following the Closing Date). The aforesaid limited liability constitutes the sole and exclusive remedy for the Seller Indemnified Persons for any breach by the Purchaser of any and all representations, warranties and covenants under and arising from this Agreement. The aforesaid limitations shall not apply in the case of fraud or intentional misrepresentation by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating shall not apply to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice breach of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating obligation to an infringement pay the full amount of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDPurchase Price.

Indemnification by the Purchaser. Subject to Following the limitations set forth in this Section 6Closing, the Purchaser shall indemnify and hold harmless each of the Seller Seller, its Affiliates and their Affiliates and each of their trustees, respective directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “"Seller Indemnitees”Indemnified Parties") from and against and in respect of any and all Damages that the Seller Indemnitees suffered or incurred by any one of them incurs resulting from, arising out of, based on or arising from or otherwise relating to (ai) any breach of any representation or warranty made by the representations and warranties Purchaser in this Agreement that, as of the Closing, has not been cured by the Purchaser or waived by the Seller in accordance with Section 8.01; (ii) any failure to perform any covenant, agreement or undertaking on the part of the Purchaser contained in this Agreement; (iii) any breach of a representation or warranty in or omission of information included in any certificate delivered by or on behalf of the Purchaser pursuant to Section 6.02(a)(iii)(A); (iv) the Assumed Liabilities; (v) subject in all respects to the terms and conditions set forth in Section 5.2; the Program Documentation (bincluding the obligations (including any standard of care) any of the Purchaser and its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, and the remedies for breach by a party thereto of its obligations thereunder), Third Party Actions arising after the Closing from the ownership by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed LiabilityPurchased Assets; or (dvi) any liability statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or Damages arising from as a result of the termination or dismissal (i) including constructive termination or dismissal), by the post-Effective Date use, license, sale or exploitation Purchaser of any or all Transferred Employees following the Closing. For purposes of this Section 5.04(f), a breach of a representation or warranty contained in this Agreement or any certificate delivered by the Purchaser pursuant to the terms of this Agreement shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification as to materiality, material adverse effect or knowledge, it being the intention of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for parties hereto that the Seller Indemnified Parties shall be indemnified and their Affiliates)held harmless from and against any and all Damages suffered or incurred by any of them or resulting from, sublicensees (except for the Sellerarising out of, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from based on or relating to an infringement the failure of [ * ]any such representation or warranty, to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality, material adverse effect or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses knowledge set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDwith respect thereto.

Indemnification by the Purchaser. Subject (a) From and after the Closing Date, subject to the limitations set forth in other provisions of this Section 6Article X, the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns Sellers (collectively, the “Indemnified Seller IndemniteesPersons”) and hold each of them harmless from and against any and all Damages that suffered, paid or incurred by such Indemnified Seller Person only to the Seller Indemnitees or any one of them incurs extent resulting or arising from or otherwise relating to caused by (ai) any breach of any of the representations and warranties of made by the Purchaser set forth to the Sellers in Section 5.2; Article VI of this Agreement or any breach of any representation by the Purchaser contained in any certificate delivered pursuant to this Agreement, (bii) any breach by the Purchaser of the covenants any covenant or agreement of the Purchaser contained in this Agreement or (iii) any Taxes attributable to a Post-Closing Tax Period allocable to the Purchaser under Sections 9.1 or 9.2 and any Taxes that the Purchaser is liable for under Section 9.6. (b) Notwithstanding anything to the contrary set forth in this Agreement; (c) any Assumed Liability; Section 10.2(a), the Indemnified Seller Persons shall not be entitled to indemnification or (d) any liability arising from to initiate a claim therefor pursuant to Section 10.2(a)(i): (i) the post-Effective Date useother than in respect of claims for indemnification arising out of, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating caused by a breach of the Purchaser Fundamental Representations, only if, and then only to an infringement the extent that the aggregate Damages to all Indemnified Seller Persons (without duplication), with respect to all such claims, exceed the Deductible, whereupon (subject to the provisions of [ * ], or clauses (ii) and (iii) below) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice Purchaser shall be obligated to pay in full all such amounts of Damages in excess of the licenses amount of the Deductible; (ii) unless a claim for indemnification hereunder is initiated during the period beginning on the Closing Date and ending on the applicable survival period thereof set forth in Sections 1.3 and 1.4Section 10.1(a); and (iii) other than in respect of claims for indemnification arising out of, excluding any such liability resulting from or relating to an infringement caused by a breach of [ * ]. In addition, the Purchaser shall indemnify Fundamental Representations, for Damages in excess of the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDCap.

Indemnification by the Purchaser. Subject to The Purchaser will indemnify, hold harmless and defend (collectively, “Indemnify”) the limitations set forth in this Section 6Vendor, the Purchaser shall indemnify the Seller its Affiliates and their Affiliates and each of their trustees, respective directors, officersstockholders, employees and agents and their respective successors, heirs and assigns (collectively, the each an “Seller IndemniteesVendor Indemnitee”) against any Damages and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including without limitation reasonable attorneys’ fees and witness fees) (“Losses”) resulting from any claim, action or proceeding brought or initiated by a third party (“Third Party Claim”) against Vendor Indemnitees to the extent that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach such Third Party Claim arises out of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, licensemarketing, sale or exploitation distribution of the Combined Products by the Purchaser, except if such Third Party Claim arises out of the breach of any representation or warranty by the Vendor about the Product, provided, that such indemnity shall only apply to the extent arising from the gross negligence or willful misconduct of any Vendor Indemnitee. Indemnification by the Purchased Assets by Vendor. The Vendor will indemnify, hold harmless and defend (collectively, “Indemnify”) the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officersstockholders, employees and agents and their respective successors, heirs and assigns (collectively, the each an “Other IndemniteesPurchaser Indemnitee”) against any Damages and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including without limitation reasonable attorneys’ fees and witness fees) (“Losses”) resulting from any claim, action or proceeding brought or initiated by a third party (“Third Party Claim”) against Purchaser Indemnitees if such Third Party Claim arises out of the breach of any representation or warranty by the Purchaser about the Combined Product, provided, that such indemnity shall only apply to the Other Indemnitees or any one of them incurs resulting or extent arising from the gross negligence or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or willful misconduct of any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDPurchaser Indemnitee.

Indemnification by the Purchaser. Subject to the limitations set forth in this Section 6, the (a) The Purchaser shall indemnify and save harmless the Seller Vendors, and their Representatives, shareholders, subsidiaries and Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller IndemniteesVendors Indemnified Parties”) from and against any Damages that the Seller Indemnitees loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or any one of them incurs resulting diminution in value, whether or not involving a Third Party Claim, arising from or otherwise relating in connection with: (i) subject to Section 3.6, any misrepresentation or any incorrectness in or breach of any representation or warranty set forth in Section 3.4 hereof or referred to in any certificate delivered by or on behalf of the Purchaser pursuant to Section 5.2(c)(i) hereof; (aii) all Claims asserted by: (A) any Employee against the Vendors Indemnified Parties in respect of any termination of employment of such Employee by the Purchaser after the Time of Closing; and (B) any Non-Active Non-Union Employee against the Vendors Indemnified Parties in respect of any termination of employment of such Non-Active Non-Union Employee by the Purchaser after such Non-Active Non-Union Employee starts work for the Purchaser; (iii) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants covenant of the Purchaser set forth in this Agreement; and (c) any Assumed Liability; or (d) any liability arising from (iiv) the post-Effective Date use, license, sale conduct of the Business or exploitation of any ownership of the Purchased Assets by the Purchaser, its Affiliates Purchaser from and their respective successors, assigns, licensees after the Closing Date. (except for b) Notwithstanding any of the Seller and their Affiliatesother provision of this Agreement: (i) subject to Section 8.2(b)(iii), sublicensees (except for Purchaser shall have no Liability to the Seller, their Affiliates and their and their Affiliates’ licensees or sublicenseesVendors Indemnified Parties under Sections 8.2(a)(i) and transferees8.2(a)(ii) until Purchaser’s aggregate liability under all such Claims exceeds $500,000, but at which time Purchaser shall be required to pay or indemnify the Vendors Indemnified Parties in respect of its Liability for all such Claims, excluding any the first $500,000 of such liability resulting from or relating to an infringement of [ * ], or Liability; (ii) subject to Section 8.2(b)(iii), in no event shall the Purchaser’s or its Affiliates’ or sublicensees’ aggregate Liability of Purchaser arising under Sections 8.2(a)(i) and 8.2(a)(ii) exceed $15,750,000; and (except for iii) the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses limitations set forth in Sections 1.3 8.2(b)(i) and 1.4, excluding 8.2(b)(ii) shall not apply to any such liability resulting from or Claims relating to an infringement fraud or wilful misconduct, for which the Liability of [ * ]. In addition, the Purchaser shall indemnify not exceed the Selleramount of the Purchase Price; or (B) any Claims for indemnification under Sections 3.4(a) and 3.4(b), for which the Sellable Assets Purchaser, and their respective Affiliates and each aggregate Liability of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that Purchaser shall not exceed the Other Indemnitees or any one amount of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDPurchase Price.

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold harmless AEC, its partners, Affiliates, officers, directors, employees and duly authorized agents and each Person or entity, if any, who controls AEC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the limitations set forth same extent as the foregoing indemnity from AEC to the Purchaser, but only with reference to information related to the Purchaser or its plan of distribution, furnished in this Section 6writing by the Purchaser or on the Purchaser's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against AEC or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against the Purchaser, the Purchaser shall indemnify have the Seller rights and their Affiliates duties given to AEC, and each of their trusteesAEC or its partners, Affiliates, officers, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ]duly authorized agents, or (ii) the Purchaser’s such controlling Person, or its partners, Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, officersemployees or duly authorized agents, employees shall have the comparable rights and agents duties given to the Purchasers by Section 4.1. The Purchaser also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities with reference to the same information as to which it agrees to indemnify AEC referenced above, their respective successorsofficers and directors and each Person who controls such Underwriters on customary terms. AEC shall be entitled to receive indemnities on customary terms from Underwriters, heirs selling brokers, dealer managers and assigns (collectivelysimilar securities industry professionals participating in the distribution, to the “Other Indemnitees”) against same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any Damages that the Other Indemnitees prospectus or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDregistration statement.

Indemnification by the Purchaser. Subject to Following the limitations set forth in this Section 6Closing, the Purchaser shall indemnify and hold harmless each of the Seller Seller, its Affiliates and their Affiliates and each of their trustees, respective directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller IndemniteesIndemnified Parties”) from and against and in respect of any and all Damages that the Seller Indemnitees suffered or incurred by any one of them incurs resulting from, arising out of, based on or arising from or otherwise relating to (ai) any breach of any representation or warranty made by the representations and warranties Purchaser in this Agreement that, as of the Closing, has not been cured by the Purchaser or waived by the Seller in accordance with Section 8.01; (ii) any failure to perform any covenant, agreement or undertaking on the part of the Purchaser contained in this Agreement; (iii) any breach of a representation or warranty in or omission of information included in any certificate delivered by or on behalf of the Purchaser pursuant to Section 6.02(a)(iii)(A); (iv) the Assumed Liabilities; (v) subject in all respects to the terms and conditions set forth in Section 5.2; the Program Documentation (bincluding the obligations (including any standard of care) any of the Purchaser and its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, and the remedies for breach by a party thereto of its obligations thereunder), Third Party Actions arising out of the conduct by the Purchaser of the covenants of Business after the Purchaser set forth in this Agreement; (c) any Assumed LiabilityClosing; or (dvi) WARN or any liability other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or Damages arising from as a result of the termination or dismissal (i) including constructive termination or dismissal), by the post-Effective Date use, license, sale or exploitation Purchaser of any or all Transferred Employees following the Closing. For purposes of this Section 5.04(f), a breach of a representation or warranty contained in this Agreement or any certificate delivered by the Purchaser pursuant to the terms of this Agreement shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification as to materiality, material adverse effect or knowledge, it being the intention of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for parties hereto that the Seller Indemnified Parties shall be indemnified and their Affiliates)held harmless from and against any and all Damages suffered or incurred by any of them or resulting from, sublicensees (except for the Sellerarising out of, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from based on or relating to an infringement the failure of [ * ]any such representation or warranty, to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality, material adverse effect or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses knowledge set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDwith respect thereto.

Indemnification by the Purchaser. (a) The Purchaser shall hold harmless and indemnify the Seller and Sole Member from and against, and shall compensate and reimburse the Seller for, any Damages that are directly suffered or incurred by the Seller or Sole Member or to which the Seller or Sole Member may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any Breach of any of the representations or warranties of the Purchaser contained in this Agreement, the other Transactional Agreements or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (ii) any Breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser pursuant to this Agreement, the other Transactional Agreements or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; (iii) any claim or Proceeding against the Seller of Sole Member by any Person based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Purchaser or any of its Affiliates conducted, existing or arising after the Closing Date; (iv) Purchaser’s use of Seller’s Medicare or Medicaid Provider or submitter numbers after the Closing Date to submit claims for services provided by Seller after the Closing Date; or (v) any failure on the part of the Purchaser to perform and discharge the Assumed Liabilities and the Transitional Costs on a timely basis. (b) Subject to Section 4.3(c), and except for the limitations set forth obligations specified in this Section 64.3(a)(v), the Purchaser shall indemnify the Seller and their Affiliates and each not be required to make any indemnification payment pursuant to Section 4.3(a) for any Breach of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the its representations and warranties until such time as the total amount of all Damages (including the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability Damages arising from (isuch Breach and all other Damages arising from any other Breaches of its representations or warranties) the post-Effective Date use, license, sale that have been directly or exploitation of any of the Purchased Assets indirectly suffered or incurred by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates or to which the Seller has otherwise become subject, exceeds $5,000 in the aggregate. If the total amount of such Damages exceeds $5,000 in the aggregate, the Seller shall be entitled to be indemnified against and their compensated and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except reimbursed for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice entire amount of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets PurchaserDamages, and their respective Affiliates and each not merely the portion of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any such Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]exceeds $5,000. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTAsset Purchase Agreement, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.MTBC & XXX 00

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold harmless the Company, its partners, Affiliates, officers, directors, employees and duly authorized agents and each Person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the limitations set forth same extent as the foregoing indemnity from the Company to the Purchaser, but only with reference to information related to the Purchaser or its plan of distribution, furnished in this Section 6writing by the Purchaser or on the Purchaser's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against the Purchaser, the Purchaser shall indemnify have the Seller rights and their Affiliates duties given to the Company, and each of their trusteesthe Company or its partners, Affiliates, officers, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ]duly authorized agents, or (ii) the Purchaser’s such controlling Person, or its partners, Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, officersemployees or duly authorized agents, employees shall have the comparable rights and agents duties given to the Purchasers by Section 4.1. The Purchaser also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities with reference to the same information as to which it agrees to indemnify the Company referenced above, their respective successorsofficers and directors and each Person who controls such Underwriters on customary terms. The Company shall be entitled to receive indemnities on customary terms from Underwriters, heirs selling brokers, dealer managers and assigns (collectivelysimilar securities industry professionals participating in the distribution, to the “Other Indemnitees”) against same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any Damages that the Other Indemnitees prospectus or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDregistration statement.

Indemnification by the Purchaser. (a) The Purchaser shall hold harmless and indemnify each of the Seller Indemnitees from and against, and shall compensate and reimburse the Seller Indemnitees for, any Damages that are proximately suffered or incurred by the Seller Indemnitees (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any Breach of any of the representations or warranties of the Purchaser contained in this Agreement, the other Transactional Agreements or in any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (ii) any Breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser pursuant to this Agreement, the other Transactional Agreements or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; (iii) any claim or Proceeding accruing or arising on or after the Closing Date against any of the Seller Indemnitees by any Person based upon, resulting from or arising out of the employment of the Retained Employees by the Purchaser, excluding any claims based on or arising out of or as a result of acts or omissions of the Seller Parties in connection with the Transaction; (iv) any claim or Proceeding against any of the Seller Indemnitees by any third-party based upon, resulting from or arising out of the Business, operations, properties, Purchased Assets or obligations of Purchaser or any of its Affiliates conducted, or accruing on or after the Closing Date; and (v) the Assumed Liabilities or the Transitional Costs. (b) Subject to Section 4.3(c), and except for the limitations set forth obligations specified in this Section 64.3(a)(iii) and Section 4.3(a)(iv), the Purchaser shall indemnify not be required to make any indemnification payment pursuant to Section 4.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by the Seller and their Affiliates and each of their trusteesIndemnitees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that or to which the Seller Indemnitees have otherwise become subject, exceeds $50,000 in the aggregate. If the total amount of such Damages exceeds $25,000 in the aggregate, the Seller Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the amount of such Damages in excess of $25,000. (c) Notwithstanding the foregoing, or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth other clause in this Agreement; (c) any Assumed Liability; , the Purchaser’s maximum liability under this Agreement for indemnification or otherwise will be an amount equal to the Purchase Price. (d) Each Seller Indemnitee claiming indemnification under this Section 4.3 shall take, and cause its Affiliates to take, all reasonable steps to mitigate any liability arising from (i) the post-Effective Date use, license, sale or exploitation claim for indemnification hereunder upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such claim for indemnification hereunder (which costs shall be subject to recovery as additional indemnified Damages of the Purchased Assets Seller Indemnitee). (e) The amount of any Damages for which indemnification is provided by Purchaser shall be net of any amounts actually recovered by the Seller Indemnitees under insurance policies, indemnification agreements with any third parties or other sources of reimbursement in effect and applicable to such Damages (together, “Collateral Sources”). If the Seller Indemnitee receives an amount from any Collateral Source subsequent to any indemnification provided by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, Indemnitee shall promptly reimburse the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against for any Damages that the Other Indemnitees payment made or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts expense incurred by the Other Seller Parties in connection with providing such indemnification up to such amount received by the Seller Indemnitee. The Seller Indemnitees or shall use their Best Efforts to pursue and collect on any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDrecovery available under any insurance policies.

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold harmless AEC, its partners, Affiliates, officers, directors, employees and duly authorized agents and each Person or entity, if any, who controls AEC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the limitations set forth same extent as the foregoing indemnity from AEC to the Purchaser, but only with reference to information related to the Purchaser or its plan of distribution, furnished in this Section 6writing by the Purchaser or on the Purchaser's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against AEC or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against the Purchaser, the Purchaser shall indemnify have the Seller rights and their Affiliates duties given to AEC, and each of their trusteesAEC or its partners, Affiliates, officers, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ]duly authorized agents, or (ii) the Purchaser’s such controlling Person, or its partners, Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, officersemployees or duly authorized agents, employees shall have the comparable rights and agents duties given to the Purchasers by Section 4.1. The Purchaser also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities with reference to the same information as to which it agrees to indemnify AEC referenced above, their respective successorsofficers and directors and each Person who controls such Underwriters on customary terms. AEC shall be entitled to receive indemnities on customary terms from Underwriters, heirs selling brokers, dealer managers and assigns (collectivelysimilar securities industry professionals participating in the distribution, to the “Other Indemnitees”) against same extent as provided above, with respct to information so furnished in writing by such persons specifically for inclusion in any Damages that the Other Indemnitees prospectus or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDregistration statement.

Indemnification by the Purchaser. 10.1.1 Subject to the limitations set forth in provisions of this Section 6Article 10, the Purchaser Infra H2O GP and Infra H2O LP shall indemnify and hold harmless the Seller Vendors and their respective Affiliates and each of their trustees, respective directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller IndemniteesVendor Indemnified Parties”) from and against any Damages that the Seller Indemnitees or any one of them incurs Losses suffered by such Vendor Indemnified Party and resulting from or arising from or otherwise relating to out of: (a) the breach or inaccuracy of any representation or warranty made by Infra H2O GP and Infra H2O LP in Sections 6.3.1 or 6.3.2 of this Agreement; and (b) the breach of the representations and warranties any covenant or obligation of the Purchaser set forth contained in Section 5.2this Agreement attributable to either Infra H2O GP or Infra H2O LP. 10.1.2 Subject to the provisions of this Article 10, BluEarth shall indemnify and hold harmless the Vendor Indemnified Parties from and against any Losses suffered by such Vendor Indemnified Party and resulting from or arising out of: (a) the breach or inaccuracy of any representation or warranty made by BluEarth in Sections 6.3.1 or 6.3.3 of this Agreement; and (b) the breach of any breach by the Purchaser of the covenants covenant or obligation of the Purchaser set forth contained in this Agreement; Agreement attributable to BluEarth. 10.1.3 If Infra H2O GP or Infra H2O LP, on the one hand, and BluEarth, on the other hand, have an obligation to indemnify the Vendor Indemnified Parties pursuant to Sections 10.1.1 and 10.1.2 on the basis of the same representation, warranty, covenant or obligation, their respective obligation to indemnify will nevertheless remain a joint obligation and not a solidary (cnot a several) obligation, each Purchaser being liable for a percentage of the indemnification amount equal to the proportion of the Aggregate Purchase Price payable by it pursuant to Schedule 2.1. 10.1.4 The Partnership shall defend, indemnify and hold the Vendor Indemnified Parties harmless from and against any Assumed Liability; Losses sustained by such Vendor Indemnified Party and resulting from or (d) any liability arising from out of (i) any Legal Proceeding or Order which is brought or issued by or on behalf of, or which in any way relates to, any Transferred Employee (including the post-Effective actual or alleged pension and employee benefits entitlements of such Transferred Employees), to the extent such Legal Proceeding or Order relates to or arises from events occurring or actions taken by the Partnership after his or her respective Transfer Date use, license, sale or exploitation of any of the Purchased Assets actions taken by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s Purchaser or its Affiliates’ Partnership not complying with the provisions of Article 8, provided, however, that the Partnership shall have no liability under this Section 10.1.4 to the extent that such Legal Proceeding or sublicensees’ (except Order relates to or arises from any matter for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, which ABC is responsible for indemnifying the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDunder Section 10.2.4.

Indemnification by the Purchaser. Subject to From and after the limitations set forth in this Section 6Closing Date, the Purchaser shall indemnify the US Seller and its Affiliates, and their Affiliates and each of their trusteesrespective officers, directors, officersemployees, employees successors and agents and their respective successors, heirs and permitted assigns (collectivelyeach, a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser or the Borrower (as such term is defined in the Debt Commitment Letter) or any other Affiliate of the Purchaser that owns all or substantially all of the US Purchased Assets (the “Seller IndemniteesPurchaser Indemnifying Parties”) for and against any Damages that the Seller Indemnitees and all Losses, arising out of or any one of them incurs resulting or arising from or otherwise relating to from: (a) any the breach of the representations and warranties of any representation or warranty made by the Purchaser set forth contained in Section 5.2this Agreement; (b) the breach of any breach covenant or agreement by the Purchaser of the covenants of the Purchaser set forth contained in this Agreement; (c) any the Assumed LiabilityLiabilities; (d) the Purchased Assets following the Closing; (e) the conduct of the Business by the Purchaser following the Closing; or (f) without limiting the generality of the foregoing clauses (d) any liability arising from and (ie), (1) the post-Effective Date use, license, sale or exploitation of any implementation of the Purchased Assets by provisions of Section 5.18, including any Losses for which the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for Purchaser has agreed to indemnify the Seller and their AffiliatesIndemnified Parties pursuant to Section 5.18(f); (2) each Equipment Lease/Gas Contract, sublicensees including any Losses arising out of the US Seller’s continuing relationship with the counterparties to each Equipment Lease/Gas Contract following the Closing; (except for 3) the Seminole Agreements, including any Losses arising out of the US Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating ’s continuing relationship with the counterparty to an infringement of [ * ], the Seminole Agreements following the Closing; or (ii4) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the SellerDuke Agreements, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice including any Losses arising out of the licenses set forth US Seller’s continuing relationship with the counterparties to the Duke Agreements following the Closing. If the Purchaser transfers its interest in Sections 1.3 and 1.4, excluding any such liability resulting from the Borrower (as defined in the Debt Commitment Letter) or relating to an infringement of [ * ]. In additionthe Borrower (as defined in the Debt Commitment Letter) transfers the US Purchased Assets, the Purchaser shall indemnify cause such transferee of such interests or US Purchased Assets, as the Sellercase may be, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemniteesto assume its obligations under this Article VIII.”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by the Purchaser. Subject From and after the Closing, the Purchaser (together with the Seller Indemnifying Parties, the “Indemnifying Parties”) will indemnify the Selling Stockholders, their Affiliates (including the Seller Principals), the respective Representatives of the foregoing Persons, and the respective successors, heirs and permitted assigns of the foregoing Persons (each a “Seller Indemnified Party” and collectively the “Seller Indemnified Parties” and together with the Purchaser Indemnified Parties, the “Indemnified Parties”), and hold them harmless from any and all Damages arising (regardless of whether or not Damages relate to any third party claim) out of (i) any breach of, or inaccuracy in, any representation or warranty made by the Purchaser pursuant to this Agreement; (ii) any breach of any covenant contained in Sections 4.2 and 4.5 of this Agreement, and (iii) any Proceeding relating to any such matters (including any Proceeding commenced by a Seller Indemnified Party for the purpose of enforcing any of its rights under this Section 9) (collectively, “Seller Indemnifiable Claims”). The indemnification obligations in this Section 9.3 shall be subject to the limitations set forth in this Section 69.5. FOR PURPOSES OF CLARITY, the Purchaser shall indemnify the Seller and their Affiliates and each of their trusteesTHE SELLING STOCKHOLDERS IRREVOCABLY AND EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SELLER INDEMNIFIED PARTIES ARE AND WILL NOT BE ENTITLED TO ANY INDEMNIFICATION, directorsMONEY DAMAGES, officers, employees and agents and their respective successors, heirs and assigns OR OTHER REMEDIES UNDER OR IN CONNECTION WITH THIS AGREEMENT THAT ARISE UNDER OR RELATE TO SECTION 4.1(A) OR (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their AffiliatesB), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED EXCEPT THAT THE SOLE REMEDIES RELATING THERETO ARE AS SET FORTH IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDSECTION 4.7.

Indemnification by the Purchaser. (a) Subject to the limitations set forth in this Section 69.3(b), the Purchaser shall hold harmless and indemnify each of the Seller Indemnitees from and their Affiliates against, and shall compensate and reimburse each of their trusteesthe Seller Indemnitees for, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that are suffered or incurred by any of the Seller Indemnitees or to which any one of them incurs resulting the Seller Indemnitees may otherwise become subject at any time (regardless of whether or arising not such Damages relate to any third-party claim) and that arise from or otherwise relating to as a result of, or are connected with: (ai) any breach Breach of any of the representations and or warranties made by the Purchaser in this Agreement; (ii) any Proceeding relating directly or indirectly to any failure or Breach, alleged Breach, Liability or matter of the type referred to in clause “(i)” above or “(iii)”, “(iv)” or “(v)” below (including any Proceeding commenced by the Seller for the purpose of enforcing its rights under this Section 9.3); (iii) Breach of any covenant or obligation of the Purchaser set forth contained in Section 5.2; any of the Transactional Agreements; (biv) any breach by the Purchaser of the covenants Liability of the Purchaser set forth in this Agreement; (c) or of any Assumed Liability; or (d) Related Party under any liability of the Acquired Contracts arising from after the later of (i) the post-Effective Closing Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the effective assignment of such Acquired Contract to the Purchaser’s ; (v) any Liability to which the Seller or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice any of the licenses set forth in Sections 1.3 other Seller Indemnitees may become subject and 1.4, excluding any such liability resulting that arises directly or indirectly from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.relates directly or

Indemnification by the Purchaser. Subject If the Closing occurs and subject to the limitations set forth in this Section 6herein, the Purchaser shall indemnify and defend the Seller and its Affiliates, and their Affiliates and each of their trusteesrespective stockholders, members, managers, officers, directors, officersemployees, employees and agents and their respective successorsagents, heirs successors and assigns (collectively, the “Seller Indemnitees”) against against, and shall hold them harmless from, any Damages that the and all Losses resulting from, arising out of, or incurred by any Seller Indemnitees or any one of them incurs resulting or arising from Indemnitee in connection with, or otherwise relating to with respect to: (a) any inaccuracy or breach of any representation or warranty made by the representations and warranties Purchaser in this Agreement or any of the Purchaser set forth Ancillary Agreements or any certificate or other document furnished or to be furnished to the Seller in Section 5.2connection with the transactions contemplated by this Agreement; (b) any breach by the Purchaser of the covenants any covenant or agreement contained in this Agreement or any of the Purchaser set forth in this AgreementAncillary Agreements; (c) the ownership or operation of the Company and its Subsidiaries by the Purchaser or its Affiliates (or any Assumed Liability; subsequent transferee of any such party, if such transfer is made within three years of the Closing Date) on and after the Closing Date (except for (i) any claims with respect to which the Seller is obligated to indemnify the Purchaser Indemnitees pursuant to Section 9.2, and (ii) any claims the Purchaser or the Company and its Subsidiaries may have against the Seller or its Affiliates) (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any Taxes of the Purchased Assets by Company or its Subsidiaries attributable to a Post-Closing Period and indemnification for which is not provided to the Purchaser, its Affiliates and their respective successors, assigns, licensees Purchaser in Section 9.2; (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees e) any additional Taxes or sublicensees) and transferees, but excluding any such liability resulting from or out-of-pocket costs relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses Section 1031 like-kind exchange as set forth in Sections 1.3 and 1.4Section 6.20; (f) any Support Obligation, excluding any such liability resulting from or to the extent the Losses relating to an infringement of [ * ]. In additionsuch Support Obligations arise or are incurred after Closing; and (g) subject to Section 9.2(k), the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDLafayette Agreements.

Indemnification by the Purchaser. Subject to the limitations set forth in this Section 6, The Purchaser and the Purchaser shall Representative, jointly and severally, agree to indemnify and hold each of the Seller and their its Affiliates and each any or all of their trusteesrespective partners, directors, officers, employees and managers, members, employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against any Damages that the or incurred or suffered by such Seller Indemnitees Indemnified Party, whether or any one not involving a Third Party Claim, arising out of them incurs resulting or arising from or otherwise relating to (a) any breach of any representation or warranty made by the representations and warranties Purchaser or the Purchaser Representative in any of the Transaction Documents or any certificate delivered by the Purchaser set forth or the Purchaser Representative to the Seller in Section 5.2; writing pursuant to this Purchase and Sale Agreement, (b) any breach by the Purchaser of the covenants or default under any covenant or agreement of the Purchaser set forth in this Agreement; any Transaction Document to which the Purchaser or the Purchaser Representative is party or in the Confidentiality Agreement or (c) any Assumed Liabilitybrokerage or finder’s fees or commissions or similar amounts incurred or owed by the Purchaser or the Purchaser Representative to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; or (d) provided, however, that the foregoing shall exclude any liability arising from indemnification to any Seller Indemnified Party (i) to the post-Effective Date useextent resulting from the bad faith, license, sale gross negligence or exploitation willful misconduct of any of the Purchased Assets by the PurchaserSeller Indemnified Party, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) for any matter in respect of which any Purchaser Indemnified Party would be entitled to indemnification under Section 8.1 or (iii) to the Purchaser’s extent resulting from acts or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice omissions of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from Purchaser or relating to an infringement of [ * ]. In addition, the Purchaser Representative based upon the written instructions from any Seller Indemnified Party. Any amounts due to any Seller Indemnified Party hereunder shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts be payable by the Other Indemnitees or any one of them Purchaser and the Purchaser Representative to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDsuch Seller Indemnified Party upon demand.

Indemnification by the Purchaser. Subject to the limitations set forth in this Section 69.9, the Purchaser shall agrees to indemnify and hold each of the Seller and their its Affiliates and each any or all of their trusteesrespective partners, directors, officers, employees and managers, members, employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against any Damages that the or incurred or suffered by such Seller Indemnitees Indemnified Party, whether or any one not involving a Third Party Claim, arising out of them incurs resulting or arising from or otherwise relating to (a) any breach of any representation or warranty made by the representations and warranties Purchaser in any of the Transaction Documents to which it is a Party or any certificate delivered by the Purchaser set forth to the Seller in Section 5.2; writing pursuant to this SPSA, (b) any breach by the Purchaser of the covenants or default under any covenant or agreement of the Purchaser set forth in this Agreement; any Transaction Document to which the Purchaser is party or (c) any Assumed Liabilityfees, expenses, costs, liabilities or other amounts, including brokerage or finder’s fees or commissions, incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this SPSA; or (d) provided; however, that the foregoing shall exclude any liability arising from indemnification to any Seller Indemnified Party (i) to the post-Effective Date useextent resulting from the bad faith, license, sale gross negligence or exploitation willful misconduct of any of the Purchased Assets by the PurchaserSeller Indemnified Party, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) for any matter in respect of which any Purchaser Indemnified Party would be entitled to indemnification under Section 7.1 or (iii) to the Purchaser’s extent resulting from acts or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice omissions of the licenses set forth in Sections 1.3 and 1.4, excluding Purchaser or any such liability resulting of its Affiliates based upon the written instructions from or relating to an infringement of [ * ]. In addition, any Seller Indemnified Party (unless the Purchaser shall indemnify is otherwise liable for such Losses pursuant to the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each terms of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDthis SPSA).

Indemnification by the Purchaser. Subject (a) The Purchaser shall indemnify, protect, defend, exculpate and hold the Sellers and their Affiliates and their respective partners, directors, managers, members, shareholders, officers, employees and agents (collectively, the “Seller Indemnified Parties”), harmless from and against, and defend the Seller Indemnified Parties from and reimburse the Seller Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including costs of investigation, reasonable attorneys’ fees and other legal costs and expenses, but not including consequential, punitive, treble or other similar damages, lost profits, special or indirect damages, including loss of future revenue, profits or income or loss of business reputation or opportunity related to the breach or alleged breach of this Agreement) (the “Seller Indemnified Losses”) which the Seller Indemnified Parties shall at any time suffer or incur, or become subject to, as a result of or in connection with: (i) Any breach or inaccuracy of any of the representations or warranties made by the Purchaser in this Agreement; (ii) Any breach of any covenant, agreement or undertaking made by the Purchaser under this Agreement; and (iii) Any failure by Purchaser to satisfy the Assumed Liabilities. (b) Except as provided otherwise herein, (i) the aggregate liability of the Purchaser for Seller Indemnified Losses pursuant to Section 7.2(a)(i) and Section 7.2(a)(ii) shall not exceed the amount of Fifteen Million Dollars ($15,000,000) in the aggregate and (ii) the Purchaser shall be liable for Seller Indemnified Losses pursuant to Section 7.2(a)(i) or Section 7.2(a)(ii) only if the aggregate Seller Indemnified Losses exceed the amount of Five Hundred Thousand Dollars ($500,000) (the “Purchaser Basket”), at which point the Purchaser shall be liable for all Seller Indemnified Losses (i.e., from the first dollar of such Seller Indemnified Losses); provided, that Purchaser’s obligations hereunder shall be reduced by the amount of insurance proceeds, tax benefits, indemnification payments and other third-party payments, actually received in connection with such claims (net of any costs incurred in recovering such amounts). For the avoidance of doubt, the limitations set forth in this Section 6, 7.2(b) shall not apply in the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation case of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliatesclaim made pursuant to Section 7.2(a)(iii), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.