Common use of Indemnification by the Shareholder Clause in Contracts

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article VIII, including the limitations set forth in Section 8.04, the Shareholder shall indemnify and defend each of 4Front and its Affiliates (including, without limitation, the Surviving Corporation) and their respective Representatives (collectively, the “4Front Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the 4Front Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company or the Shareholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Shareholder pursuant to this Agreement (other than in respect of Section 3.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing, to the extent not paid or satisfied by the Company or the Shareholder at or prior to the Closing, or if paid by 4Front or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Merger Consideration payable to the Shareholder.

Indemnification by the Shareholder. Subject The Shareholder agrees to the other terms indemnify, defend and conditions of this Article VIIIsave Parent and Company, including the limitations set forth in Section 8.04, the Shareholder shall indemnify and defend each of 4Front and its Affiliates (including, without limitation, the Surviving Corporation) and their respective Representatives (collectivelyofficers, the “4Front Indemnitees”) againstdirectors, employees, agents, and shall hold each of them fiduciaries (each, a “Parent Indemnified Party”), forever harmless from and against, and shall to promptly pay and to a Parent Indemnified Party or reimburse each of them a Parent Indemnified Party for, any and all Losses incurred bona fide liabilities (whether contingent, fixed or sustained byunfixed, liquidated or unliquidated, or imposed uponotherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts) (individually and collectively, the 4Front Indemnitees based upon“Losses”) actually sustained or incurred by any Parent Indemnified Party relating to, resulting from, arising out of, with respect to of or otherwise by reason ofvirtue of any of the following: (ai) any inaccuracy misrepresentation or breach of a representation or warranty made in this Agreement or in any of the other documents contemplated hereby (“Transaction Documents”) by Shareholder, or non-compliance with or breach by any of them of any of the covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Shareholder; (ii) any action, demand, proceeding, investigation or claim (whenever made) by any third party (including governmental agencies) against or affecting Parent or Company which, if successful, would give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations representations, warranties or warranties covenants of the Shareholder; (iii) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting Parent or Company relating to any personal injury or property damage caused, or alleged to be caused, by any products sold or delivered by Company prior to the Closing; (iv) any assertion against Parent or Company of any liabilities of Company or the Shareholder contained in this Agreement or in any certificate or instrument delivered by or Shareholder, including liabilities for Tax liabilities relating to periods on behalf of the Company or the Shareholder pursuant to this Agreement (other than in respect of Section 3.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing, to the extent not paid or satisfied by the Company or the Shareholder at or prior to the Closing, other than the liabilities listed on the Closing Date Balance Sheet and included in the calculation of Net Assets; or (v) any claim for payment of fees and/or expenses as a broker or if paid by 4Front finder in connection with the origin, negotiation, execution or Merger Sub at consummation of this Agreement based upon any alleged agreement between the claimant and Company or prior the Shareholder. Notwithstanding the foregoing, the Shareholder shall not be responsible for any Losses with respect to the Closingmatters until the cumulative aggregate amount of such Losses exceed $10,000, in which event the Shareholder shall then be liable only for all such cumulative aggregate Losses in excess of $10,000. In addition, Company shall not be indemnified for any misrepresentation or breach of a representation or warranty made in this Agreement if, and to the extent not deducted that, the misrepresentation resulted in the determination of Merger Consideration payable an adjustment or a cash payment to the ShareholderParent pursuant to Section 6.8.3(ii) of this Agreement.

Indemnification by the Shareholder. Subject (a) In view of the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of Parent and in order to provide protection for Parent from and after the other terms and conditions of this Article VIII, including the limitations set forth in Section 8.04Closing, the Shareholder shall will indemnify and defend each of 4Front and its Affiliates (including, without limitation, the Surviving Corporation) and their respective Representatives (collectively, the “4Front Indemnitees”) againsthold Parent harmless in respect of, and shall hold each of them harmless from and against, and shall pay compensate and reimburse each of them forParent, any Damages (as defined in Exhibit A) which are directly or indirectly suffered or incurred by Parent or the Company or to which Parent or the Company may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and all Losses incurred which arise from or sustained byas a result of, or imposed uponare directly or indirectly connected with: (i) any misrepresentation or breach of any representation, warranty, covenant or agreement made by the 4Front Indemnitees based uponCompany or the Shareholder in this Agreement or in any certificate, arising out ofinstrument, schedule or document given by the Company in connection with respect this Agreement, or (ii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" above (including any Legal Proceeding commenced by reason of:Parent or the Company for the purpose of enforcing any of its rights under this Section 9.2). (ab) The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any of the representations representation, warranty, covenant or warranties obligation of the Company or the Shareholder contained in this Agreement or in set forth herein, then, without limiting any certificate or instrument delivered by or on behalf of the Company or indemnification rights of the Shareholder pursuant Surviving Corporation, Parent shall also be deemed, by virtue of its ownership of the Surviving Corporation, to this Agreement (other than have incurred Damages as a result of and in respect of Section 3.12, it being understood that the sole remedy for any connection with such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing, to the extent not paid or satisfied by the Company or the Shareholder at or prior to the Closing, or if paid by 4Front or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Merger Consideration payable to the Shareholder.

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article VIII, including the limitations set forth in Section 8.0410, the Shareholder and Parent shall jointly and severally indemnify and defend each of 4Front Buyer and its Affiliates (including, without limitationincluding after the Closing, the Surviving CorporationGroup Companies) and their respective Representatives (collectively, the “4Front Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses that is or may be incurred or sustained by, or imposed upon, the 4Front Buyer Indemnitees based upon, arising out of, with respect to, relating to or by reason of: (a) any A material inaccuracy in or material breach of any representation or warranty of the representations Shareholder or warranties of the Company or the Shareholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company Shareholder or the Shareholder Company pursuant to this Agreement (other than in respect of Section 3.122.2(a), it being understood that the sole remedy for any such inaccuracy in 2.2(b), 2.3(b), 2.3(c) or breach thereof shall be pursuant to Article VI2.3(f), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any a breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Shareholder or any Group Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI8, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or8); (c) a claim or right asserted or held by any Transaction Expenses person who is or Indebtedness at any time was an officer, director, employee or agent of the any Group Company outstanding as (against any Group Company, Buyer, or any Affiliate of the Closing, to the extent not paid or satisfied by the a Group Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Shareholder Governing Documents, under any indemnification agreement or similar Contract, under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the Closing, or if paid by 4Front or Merger Sub at or prior to ; (d) the Closing, to the extent not deducted in the determination of Merger Consideration payable to the ShareholderPre-Closing Reorganization; or (e) any Excluded Entity.

Indemnification by the Shareholder. Subject to On the other terms and conditions of this Article VIII, including condition that the limitations set forth in Section 8.04Closing is effected, the Shareholder shall indemnify and hold harmless the Purchaser and its Affiliates (including the Company), and each of their respective directors, officers, employees, agents, representatives, stockholders and controlling parties and all of their successors and assigns (each a "Purchaser Indemnified Person") from and defend each of 4Front them from and its Affiliates against and will pay each Purchaser Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages (including, without limitation, special, consequential and punitive damages), costs, penalties and expenses (including, without limitation, interest, costs of investigation and defense and the Surviving Corporationreasonable fees and expenses of attorneys and other professionals and experts), whether or not involving a Third Party Claim (after taking into account any insurance recovery from any of the Purchaser's insurance policies that insures against the foregoing, but without regard to any Tax benefit that may be obtained as a result thereof) and their respective Representatives (collectively, the “4Front Indemnitees”"Losses") asserted against, and shall hold each of them harmless imposed upon or incurred by any such Purchaser Indemnified Person, directly or indirectly, resulting from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the 4Front Indemnitees based upon, arising out of, of or in connection with respect or relating to or by reason ofany of the following: (a) any inaccuracy in or breach of any of the representations representation or warranties warranty of the Company or the Shareholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Shareholder pursuant to this Agreement (other than in respect of Section 3.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)herein; (b) any breach or non-fulfillment of any covenantagreement, agreement covenant or obligation to be performed by of the Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); orcontained herein; (c) any Transaction Expenses and all claims, actions, suits or Indebtedness any administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Person or in which any Purchaser Indemnified Person becomes involved that relate to the Company, the Shareholder or the Business in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of the Company outstanding as or any director, officer, employee, agent, representative or subcontractor of the Closing, to the extent not paid or satisfied by the Company or the Shareholder at or a state of facts prior to the ClosingClosing Date, and which is not expressly disclosed in this Agreement or if paid by 4Front or Merger Sub at or prior to the Closing, to the extent not deducted in the determination Schedules hereto, except that the Shareholder shall indemnify and hold harmless the Purchaser Indemnified Persons for the claims described on Schedule 4.5(a) hereto ("Litigation"). (d) any claim, action, suit or other proceeding asserting that any sales tax is payable in connection with the transactions contemplated hereby; and (e) any claim, action, suit or other proceeding initiated by or on behalf of Merger Consideration payable Stephen H. Rosen ("Rosen") and/or Elizabeth Davies ("Davies") relatinx xx, xx xxxxxxx oux xx, the prior xxxxxxxxxx xx xheir respective equity interests in the Company to the Shareholder. The foregoing indemnification rights are in addition to, and not in lieu of, any indemnification rights to which the Purchaser may be entitled under Section 10.2A below.

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article VIII, including the limitations set forth in Section 8.04this Agreement, the Shareholder shall indemnify the Purchaser, and defend the Company and each of 4Front and its Affiliates (including, without limitation, the Surviving Corporation) and their respective Representatives (collectivelyofficers, the “4Front Indemnitees”) againstdirectors, stockholders, employees, agents, representatives, affiliates, successors and shall assigns and hold each of them harmless from and againstagainst and pay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and shall pay expenses and reimburse each of them forall amounts paid or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages and all Losses incurred the investigation, defense or sustained bysettlement of any of the foregoing Damages which such party may suffer, sustain or imposed uponbecome subject to, the 4Front Indemnitees based upon, arising out of, with respect to as a result of or by reason ofrelating to: (a) any inaccuracy in or the breach of any of the representations representation or warranties of warranty made by the Company or the any Shareholder contained in this Agreement or with respect thereto in any certificate or instrument delivered by or on behalf of connection with the Company or the Shareholder pursuant to this Agreement (other than in respect of Section 3.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as Closing if such representation or warranty was made on and as breach is not cured within fifteen (15) days 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);notice; or (b) any the breach or non-fulfillment of any covenant, covenant or agreement made by the Company (if such covenant or obligation agreement is to be performed by the Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing, to the extent not paid or satisfied by the Company or the Shareholder at or prior to the Closing, ) or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if paid such breach is not cured within fifteen (15) days of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by 4Front proceeding against the indemnifying party or Merger Sub at parties for all or prior any portion of any such Damages or pursuant to the Closing, to the extent not deducted in the determination terms of Merger Consideration payable to the Shareholderthis Agreement.

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article VIII, including the limitations set forth in Section 8.04, the Shareholder shall indemnify and defend each of 4Front and its Affiliates (including, without limitation, the Surviving Corporation) and their respective Representatives (collectively, the “4Front Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the 4Front Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company or the Shareholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Shareholder pursuant to this Agreement (other than in respect of Section 3.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; 4817-8152-4729.10 38 (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing, to the extent not paid or satisfied by the Company or the Shareholder at or prior to the Closing, or if paid by 4Front or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Merger Consideration payable to the Shareholder.