Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theySubject to the limitations set forth in Section 14.6 hereof, if the Merger is consummated the Stockholders, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP.LeukoSite, the COMPANY Surviving Corporation, and each of their respective directors, officers, employees, agents, representatives and other Affiliates (all persons entitled to indemnification under Section 14.2 and this Section 14.3 being hereinafter referred to as the Surviving Corporation at all times"LeukoSite Indemnified Parties", from and after and, together with the date of this Agreement until Company Indemnified Parties, the applicable Expiration Date"Indemnified Parties"), from and against any and all claimsDamages related to or arising, damagesdirectly or indirectly, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result out of or arising from in connection with: (i) any breach by the Company of any representation, warranty, covenant, agreement, obligation, or undertaking made by the Company in this Agreement (including any schedule or exhibit hereto), or any other agreement, instrument, certificate, or other document delivered by or on behalf of the representations and warranties Company in connection with this Agreement, the Merger, or any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, other transactions contemplated hereby; (ii) any claim for indemnification made by UCB pursuant to the UCB Agreement or any breach by the Company of any agreement on representation, warranty, covenant, agreement, obligation or undertaking made by the part of Company in the STOCKHOLDERS or the COMPANY under this UCB Agreement, or ; (iii) any liability under claim for payment of the 1933 Actappraised value of Dissenting Shares of Company Stock in accordance with the provisions of Section 262 of the DGCL and Section 3.6(c) of this Agreement and/or any and all costs, expenses and Damages incurred by LeukoSite in connection with such claim, including, without limitation, (1) any payment made by LeukoSite pursuant to Section 3.6(c) hereof in connection with any such claim (regardless of whether such payment represents the 1934 Act appraised value of such Dissenting Shares as determined pursuant to a judicial proceeding or other federal represents amounts paid by LeukoSite in settlement of such appraisal rights with the consent of the Stockholders' Representatives) and (2) any and all court costs and reasonable legal fees and disbursements incurred by LeukoSite in connection with any litigation or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact judicial proceeding and/or settlement relating to such claim; or (iv) any claim by LeukoSite that the COMPANY or Unaudited Closing Net Cash Balance exceeds the STOCKHOLDERS, Audited Closing Net Cash Balance and provided any claim that the number of Aggregate Base Consideration Shares should be reduced pursuant to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case Section 3.7(e) as a result of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPexcess., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS Stockholders covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY RV Centers and the Surviving Corporation Company at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 10.1(iii) below, the Expiration Date shall be the date on which the applicable Expiration Datestatute of limitations expires), from and against all claims, damagesdamages (including consequential, punitive or exemplary), actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees, consulting fees and expenses of investigationinvestigation and environmental response) incurred by PARENT, ACQUISITION CORP., RV Centers and the COMPANY or the Surviving Corporation Company as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS Stockholders or the COMPANY Company set forth herein or on the Schedules schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or Stockholders or, prior to the COMPANY Consummation Date, the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY Company or the STOCKHOLDERS, Stockholders which was based upon and in conformity with information provided in writing to PARENT RV Centers or its counsel by the COMPANY Company or the STOCKHOLDERS (but Stockholders expressly for use in the case of the STOCKHOLDERS, only if such statement was provided in writing) Registration Statement or any prospectus forming a part thereof and is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY Company or the STOCKHOLDERS Stockholders required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading; providedmisleading to the extent such omission or alleged omission is based upon the failure of the Company or the Stockholders to provide to RV Centers the information containing that fact in any Schedule hereto or otherwise to provide the information to RV Centers in writing, however, that but such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation apply to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS Stockholders provided, in writing, corrected information to PARENT's RV Centers counsel and to PARENT RV Centers for inclusion in the final prospectus, and such information was not so included or properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 10.1 to the extent solely attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. RV Centers acknowledges and agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. RV Centers and the Company further acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for breach of this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 10. RV Centers and the Company hereby waive to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all timesSecurities Act or the Exchange Act) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided, any preliminary prospectus that the obligation to indemnify shall be several, not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.05(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (ii) the name and address of such holder and (iii) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to PARENT for inclusion be disclosed in the final prospectus, and any such information was not so included or properly delivereddocument.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that theyaffidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, jointly and severallyto the extent permitted by law, will indemnify, defend, protect indemnify and hold harmless PARENTthe Company and its Indemnitees against any losses, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actionsliabilities, suitsjoint or several, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., to which the COMPANY Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability such Indemnitee may become subject under the 1933 Act, the 1934 Securities Act or other federal or state law or regulation, at common law or otherwise, arising insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement registration statement, prospectus or any preliminary prospectus forming a part thereof, or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or arising out of or based upon (b) any omission or alleged omission to state therein of a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred inis made in such registration statement, any such prospectus or preliminary prospectus and the STOCKHOLDERS providedor any amendment or supplement thereto, or in any application, in writing, corrected reliance upon and in conformity with written information prepared and furnished to PARENT's counsel and to PARENT the Company by such Stockholder expressly for inclusion in the final prospectususe therein, and such information was Stockholder will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of such Stockholder, which consent will not so included be unreasonably withheld or properly delivereddelayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be individual (and not joint and several) to each Stockholder and will be limited to the net amount of proceeds received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such Stockholder in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 0000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided that the obligation to indemnify shall be several, any preliminary prospectus not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.05(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Stockholder. the Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holder and to PARENT for inclusion in its Affiliates, (ii) transactions or the final prospectusrelationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand (iii) the name and address of such holder and (iv) any additional information was not so included about such holder or properly deliveredthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Each Stockholder, severally and agree that theynot jointly, jointly and severally, will indemnify, defend, protect agrees to indemnify and hold harmless PARENTharmless, ACQUISITION CORP.to the fullest extent permitted by law, Parent, its directors, officers, employees, stockholders and each person who controls Parent (within the COMPANY and meaning of the Surviving Corporation at all timesSecurities Act) against any losses, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses expense (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationattorney fees) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising resulting from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating or any omission of a material fact required to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained be stated in the Registration Statement or any Prospectus or preliminary prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein thereto or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, is contained in any preliminary prospectus and the STOCKHOLDERS provided, information regarding a Holder Indemnitee furnished in writing, corrected information writing by such Stockholder to PARENT's counsel and to PARENT Parent specifically for inclusion in the final prospectusRegistration Statement or Prospectus or amendment or supplement thereto, or in the case of an occurrence of an event of the type specified in Section 3(h), the use by such Holder Indemnitee of an outdated or defective Prospectus after Parent has notified the Stockholders in writing that the Prospectus is outdated or defective and prior to the receipt by the Stockholders of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such information was not so liability would have been corrected. In no event shall the liability of any Stockholder be greater in amount than the dollar amount of the proceeds received by such Stockholder upon the sale of the Registrable Securities included or properly deliveredin the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration pursuant to the terms of this Agreement, each Stockholder will furnish to the Company in writing such information as the Company reasonably requests concerning such Stockholder or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and agree that they, jointly and severally, will indemnify, defend, protect agrees to indemnify and hold harmless PARENTharmless, ACQUISITION CORP.severally and not jointly, to the fullest extent permitted by law, the COMPANY Company, its directors, officers, employees, stockholders and each person who controls the Surviving Corporation at all timesCompany (within the meaning of the Securities Act) against any losses, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses expense (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationattorney fees) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising resulting from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating or any omission of a material fact required to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained be stated in the Registration Statement or any Prospectus or preliminary prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein thereto or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Stockholder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto and that such information was substantially relied upon by the Company in preparation of the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall the indemnification obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement) was made in, statement or omission (or alleged omission) occurred in, any preliminary prospectus and received by it upon the STOCKHOLDERS provided, in writing, corrected information sale of the Registrable Securities giving rise to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredcontribution obligation.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 0000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided, any preliminary prospectus that the obligation to indemnify shall be several, not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.05(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and to PARENT for inclusion in the final prospectusits Affiliates, on one hand, and the Company, on the other hand, (b) the beneficial ownership of Shares by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information was not so included about such holder or properly deliveredthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Stockholders. The STOCKHOLDERS covenant After the Closing, the Stockholders shall, severally and agree that theynot jointly (in accordance with their Applicable Indemnification Percentages), jointly and severally, will indemnify, defend, protect indemnify and hold harmless PARENT, ACQUISITION CORP.each Buyer Party and their respective Representatives (collectively, the COMPANY “Buyer Indemnified Parties”) for, and will pay and reimburse to the Surviving Corporation at all timesBuyer Indemnified Parties the amount of, any Liability, Claim, damage, loss, cost, expense (including, except as provided in Article 9, costs of investigation and defense and reasonable attorneys’ fees) and charge, whether or not involving a third-party claim (collectively, “Damages”) arising out of, resulting from or in connection with: (a) (i) any breach of or inaccuracy in any representation or warranty made by the Companies in any Transaction Document that is within the scope of coverage under the R&W Policy; and after (ii) any breach of or inaccuracy in any representation or warranty made by the date Companies in any Transaction Document that is not within the scope of coverage under the R&W Policy; (b) any breach by the Companies of any covenant, obligation or other agreement contained in this Agreement until or in any Transaction Document; (c) any Claim made by any Stockholder relating to such Person’s rights with respect to the applicable Expiration DateMerger Consideration or Damages resulting from errors in the calculations and determinations set forth on the Consideration Spreadsheet; (d) any amounts paid to the holders of Dissenting Shares, from and against all claimsincluding any interest required to be paid thereon, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares; (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigatione) any Transaction Expenses (1) incurred by PARENTthe Companies prior to the Effective Time, ACQUISITION CORP.or (2) resulting from the terms of any Contract to which any of the Companies are a party, in each case at, upon or prior to the COMPANY Effective Time (in the case of this Section 7.2(e)(1) and (2), to the extent not paid or satisfied by or on behalf of the Surviving Corporation as a result Companies at or prior to the Closing, including pursuant to Section 1.14(c)(ii)); (f) any Closing Liens that have not been extinguished prior to the Effective Time (to the extent not extinguished or satisfied by or on behalf of the Companies at or arising from prior to the Closing, pursuant to Section 1.19(a)(v)); (g) any Indebtedness incurred by the Companies prior to the Effective Time (to the extent not paid by or on behalf of the Companies at or prior to the Closing, including pursuant to Section 1.14(c)(i)); (h) any Pre-Closing Taxes due; (i) any breach of the representations Margaritaville Agreement; (j) the Sales and warranties of Use Tax Proceeding; (k) the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, PCIGA Dispute; (iil) any breach Liabilities of HoldCo or Intermediate; and (m) any agreement fraud or intentional misrepresentation on the part of any of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT Companies or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement their respective Affiliates or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPRepresentatives., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) From and agree that theyafter the Closing, and subject to the terms and limitations set forth in this ARTICLE 6, each of the Indemnifying Stockholders will, on an Euro per Euro basis, jointly and severallyseverally indemnify and defend the Indemnitees in respect of, will indemnify, defend, protect and hold them harmless PARENTagainst, ACQUISITION CORP.any and all Damages incurred or suffered by the Indemnitees thereof by reason of, relating to or constituting: (i) any Knowing Misrepresentation, fraud, or the cause or knowledge of a deliberate or willful breach of any representations, warranties or covenants of the Stockholders under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto (collectively, “Fraud Claims”); (ii) any Taxes of the Companies attributable to the period before and including the Closing Date (collectively, “Tax Claims”); (iii) any breach of the Fundamental Representations (collectively, “Fundamental Claims”); provided that, for purposes of determining whether such breach has occurred, the COMPANY terms “material,” “materiality” and “Material Adverse Effect” and other similar terms shall be disregarded and given no effect; (iv) other than claims arising under or contemplated by this Agreement or any agreement entered in connection herewith, any claim by a Stockholder or former stockholder of either of the Surviving Corporation Companies, in their capacity as such, or any other Person, in each case to the extent seeking to assert, or to the extent based upon: (A) the ownership or rights to ownership of any ownership interest of either of the Companies; (B) any rights of a Stockholder, including any option, preemptive rights, rights to notice or to vote, granted to such Person by applicable Law, either of the Companies or any rights under the Companies’ Organizational Documents that occurred at or prior to the Closing; and (C) any claim that his, her or its shares were wrongfully repurchased by either of the Companies or any Stockholders (collectively, “Stock Claims”); (v) any matter set forth in Exhibit E (collectively, “Specific Indemnity Claims”); and (vi) other than Fraud Claims, Tax Claims, Fundamental Claims, Stock Claims and Specific Indemnity Claims, any other breach of any representation, warranty or covenant of the Stockholders under this Agreement or in any schedule or exhibit delivered pursuant hereto, or by reason of any Legal Proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants (collectively, “General Claims”); provided that, for purposes of determining whether such breach has occurred, the terms “material,” “materiality” and “Material Adverse Effect” and other similar terms shall be disregarded and given no effect. (b) From and after the Closing, and subject to the terms and limitations set forth in this ARTICLE 6, each Stockholder shall indemnify and defend the Indemnitees in respect of, and hold them harmless against, any and all timesDamages incurred or suffered by the Indemnitees by reason of, from relating to or constituting any failure of such Stockholder to have good and valid title to the issued and outstanding Company Shares issued in the name of such Stockholder, free and clear of all Liens. Such liability shall be limited to the applicable Stockholder and no other Stockholder shall have any liability, joint or otherwise, therefor. (c) The rights to indemnification set forth in this ARTICLE 6 shall not be affected by any investigation conducted by or on behalf of Purchaser or any knowledge acquired (or capable of being acquired) by Purchaser, whether before or after the date of this Agreement until or the applicable Expiration Closing Date, from and with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder. (d) Except for the Severance Obligations, no Stockholder shall have any right of contribution against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) Company with respect to any breach of any agreement on the part of the STOCKHOLDERS such Stockholder’s representations, warranties, covenants or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPagreements., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) Each of the Stockholders will severally and agree that they, not jointly and severally, will indemnify, defend, protect indemnify and hold harmless PARENTEnvision and Acquisition Co. and their respective officers, ACQUISITION CORP.directors, agents and employees (each, an "Indemnified Person" and collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date"Indemnified Persons"), from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities, and expenses, including, without limitation, legal fees and expenses ("Damages"), arising out of or relating to any misrepresentation or breach of or default or other action or omission in connection with either (i) any of the representations, warranties, and covenants given or made by such Stockholder in this Agreement, or any certificate, document or instrument delivered by or on behalf of such Stockholder pursuant hereto and (ii) any and all actions, suits, proceedingsclaims, demandsor legal, assessmentsadministrative, adjustmentsarbitration, governmental, or other proceedings or investigations against any Indemnified Persons that relate to such Stockholder and the transactions contemplated by this Agreement in which the principal event giving rise thereto occurred prior to the Closing or which result from or arise out of any action or inaction prior to the Closing of such Stockholder. (b) Notwithstanding the foregoing, the Stockholders shall have no liability with respect to the matters described in paragraph (a) above unless and until the aggregate Damages, losses, deficiencies, liabilities, costs and expenses (including specificallycollectively, but without limitation, reasonable attorneys' fees and expenses of investigationthe "Losses") incurred or suffered by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation Envision and/or Acquisition Co. as a result of the acts, events or arising from omissions described in paragraph (ia) any breach of equal or exceed One Hundred Thousand Dollars ($100,000) (the representations and warranties of "Threshold Amount"). At such time as the STOCKHOLDERS aggregate Losses equal or exceed the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithThreshold Amount, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating Envision and/or Acquisition Co. shall be indemnified to the COMPANY full extent of Losses (excluding Losses, except Losses with respect to misrepresentations or breaches of warranty of Section 2.4 and 2A.1, counted in determining whether the STOCKHOLDERS, and provided to PARENT aggregate Losses equal or its counsel by exceed the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPThreshold Amount)., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, Stockholders jointly and severallyseverally with respect to the representations, will indemnify, defend, protect warranties and covenants of the Stockholders and of each Stockholder severally but not jointly with respect to the representations and warranties that relate only to such Stockholder agree subsequent to the Closing to indemnify and hold the LLC, Merger Sub, AMG and their respective subsidiaries and Affiliates and persons serving as officers, directors, partners stockholders or employees thereof (individually a "AMG Indemnified Party" and collectively the "AMG Indemnified Parties") harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, any damages, actionsliabilities, suitslosses (including, proceedingswithout limitation, demandsdiminution in value), assessmentstaxes, adjustmentsfines, costs penalties, costs, and expenses (including specificallyincluding, but without limitation, reasonable attorneys' fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and expenses of including all amounts paid in investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY defense or the Surviving Corporation as a result of or arising from (i) any breach settlement of the representations and warranties of foregoing), and, if the STOCKHOLDERS or AMG Indemnified Party is the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithLLC, (ii) any breach net of any agreement on insurance proceeds actually received by the part LLC (less the aggregate premiums paid by the LLC for such insurance), which may be sustained or suffered by any of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, them arising out of or based upon any untrue statement of the following matters: (a) fraud, intentional misrepresentation or alleged untrue statement of a material fact relating to the COMPANY deliberate or the STOCKHOLDERS, and provided to PARENT or its counsel willful breach by the COMPANY Company, the LLC or the STOCKHOLDERS any Stockholder or Management Corporation of any of their representations, warranties or covenants under this Agreement or any agreement, document or instrument contemplated hereby or in any certificate, schedule or exhibit delivered pursuant hereto or thereto; (but in the case b) any breach of any representation, warranty or covenant of the STOCKHOLDERSCompany, only if such statement was provided in writing) contained in the Registration Statement LLC or any prospectus forming a part thereofStockholder or Management Corporation under this Agreement or under any agreement, document or instrument contemplated hereby, or in any amendment thereof certificate, schedule or supplement exhibit delivered pursuant hereto or thereto, or arising by reason of any claim, action or proceeding asserted or instituted growing out of any matter or based upon any omission or alleged omission to state therein thing constituting such a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.breach;

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with each Shelf Registration or Piggy-back Registration effected by the Company hereby, each Stockholder on whose behalf Registrable Securities shall have been registered agrees, to the extent permitted by applicable law, severally and agree that theynot jointly, jointly and severally, will indemnify, defend, protect to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.each person, if any, who controls, within the COMPANY and the Surviving Corporation at all times, from and after the date meaning of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach Section 15 of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Securities Act, the 1934 Act Company, its directors and its officers against all Damages based upon or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY contained in any registration statement or prospectus (as amended or supplemented) or any preliminary prospectus or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; providedmisleading in light of the circumstances under which they were made, howeveronly if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder of Registrable Securities for use in connection with the registration statement or any posteffective amendment thereof or any preliminary prospectus or prospectus contained in such registration statement or any such amendment thereof or supplement thereto. Notwithstanding the foregoing, that such indemnity with respect to a Piggy-back Registration, the indemnification provided in this Section 7.2 shall not inure to the benefit of PARENTthe Company, ACQUISITION CORP.each person, if any, who controls, within the meaning of Section 15 of the Securities Act, the COMPANY Company, its directors and its officers, if the person asserting any such Damages did not receive from the Company or the Surviving Corporation underwriter or underwriters of the offering as designated according to Section 4.2 herein (but not the underwriter selected by the Stockholders as contemplated by the last sentence of Section 4.2) a copy of the final prospectus or any such amendment thereof or supplement thereto, whichever is most recent, at or prior to the extent that written confirmation of the sale of the securities by such untrue statement (underwriter or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, underwriters to such person. In no event shall the aggregate liability of any preliminary prospectus selling holder of Registrable Securities for indemnification under this Section 7.2 and contribution under Section 7.4 be greater in amount than the STOCKHOLDERS provided, in writing, corrected information dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to PARENT's counsel such indemnification and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredcontribution obligation.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 0000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided, any preliminary prospectus that the obligation to indemnify shall be several, not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 8.05(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) the beneficial ownership of shares of Company Capital Stock by such holder and its Affiliates, (ii) the name and address of such holder and (iii) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to PARENT for inclusion be disclosed in the final prospectus, and any such information was not so included or properly delivereddocument.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the terms and conditions of this Article XIII, the Stockholders agree that they, jointly and severally, will to indemnify, defend, protect defend and hold harmless PARENT, ACQUISITION CORP.Acquiror, the COMPANY and Company, the Surviving Corporation at all timesand their respective directors, from officers, members, managers, employees, agents, attorneys and after the date of this Agreement until the applicable Expiration Date, affiliates harmless from and against all losses, claims, damages, actions, suits, proceedingsobligations, demands, assessments, adjustmentspenalties, costs and expenses (including specificallyliabilities, but without limitationcosts, damages, reasonable attorneys' fees and expenses of investigation(collectively, "Damages") asserted against or incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result such indemnities arising out of or arising from (i) any resulting from: 13.1.1 a material breach of the representations and warranties Company or the Stockholders of any representation, warranty or covenant of the STOCKHOLDERS Company or the COMPANY set forth Stockholders contained herein or in any Schedule or certificate delivered by them hereunder; 13.1.2 any violation by Stockholders, the Company and/or any of their past or present directors, officers, members, managers, shareholders, employees, agents, consultants and affiliates of state or federal laws occurring on or before the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) Closing Date; 13.1.3 any liability under the 1933 Securities Act, the 1934 Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY Stockholders, or the STOCKHOLDERS, Company and provided in writing to PARENT Acquiror or its counsel by the COMPANY Company or the STOCKHOLDERS (but Stockholders, specifically for inclusion in the case of the STOCKHOLDERSany preliminary prospectus, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein in such writing a material fact relating to the COMPANY or Stockholders and/or the STOCKHOLDERS Company required to 42 50 be stated therein or necessary to make the statements therein not misleading; , and not provided to Acquiror or its counsel by the Company or the Stockholders, provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., Acquiror and the COMPANY or the Surviving Corporation Company to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS Stockholder provided, in writing, corrected information to PARENTAcquiror's counsel and to PARENT Acquiror for inclusion in the final prospectus, and such information was not so included included; and 13.1.4 any filings, reports or properly delivereddisclosures made by the Company or the Stockholders, as the case may be, pursuant to the IRS Voluntary Compliance Resolution Program.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 0000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided that the obligation to indemnify shall be several, any preliminary prospectus not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such holder and to PARENT for inclusion in its Affiliates, (b) transactions or the final prospectusrelationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand (c) the name and address of such holder and (d) any additional information was not so included about such holder or properly deliveredthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Stockholders. The STOCKHOLDERS covenant From and agree that theyafter the Closing Date, jointly ----------------------------------- each Stockholder, severally and severallynot jointly, will indemnify, defend, protect indemnify and hold harmless PARENT, ACQUISITION CORP., the COMPANY Buyers and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, Company from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach such Stockholder's Pro Rata Share of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, Losses arising out of or based upon resulting from: (a) any untrue statement inaccuracy in, or breach of, any representation or warranty made by the Company in this Agreement or in any certificates contemplated by this Agreement; (b) any claim against the Company or any Subsidiary with respect to the Company or a Subsidiary's participation in the Medicare Program or in any state Medicaid program on or prior to the Closing Date, to the extent such liability is not included as a liability in determining the final Purchase Price payable as provided in Subsections 1.03 through 1.06, including, without limitation, any such claims of overpayments made to the Company or any Subsidiary with respect to services rendered on or prior to the Closing Date, any civil monetary penalties relating to actions or omissions occurring on or prior to the Closing Date, and any alleged untrue statement of a material fact false claims made by the Company or any Subsidiary on or prior to the Closing Date; provided, that the Stockholders shall not be obligated to indemnify the Buyers and the Company with respect to claims relating to the COMPANY Company's or any Subsidiary's participation in the STOCKHOLDERSMedicare Program or any state Medicaid program on the Closing Date which are solely the result of actions taken by the Buyers on the Closing Date and are not contemplated in this Agreement (it being understood and agreed that the Company's payments of severance and tail insurance premiums on or about the Closing Date are contemplated herein, will be included as reimbursable expenses on the cost reports for the Company and the Subsidiaries which include the Closing Date and which will be filed after the Closing Date, and provided will be subject to PARENT or its counsel indemnification by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation Stockholders to the extent that such untrue statement disallowed by the Medicare program); and (c) any Action against the Company or alleged untrue statement) was made inany Subsidiary pertaining to the business or operations of the Company or any of its Subsidiaries prior to the Closing Date (including, or omission (or alleged omission) occurred inwithout limitation, any preliminary prospectus and claims of malpractice, negligence, willful misconduct or employment discrimination), except to the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in extent such Action (1) is covered by insurance maintained by the final prospectus, and such information was not so included Company or properly deliveredany of its Subsidiaries or (2) is reflected as a liability on the Closing Balance Sheet.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In the event of any registration of any of the Registrable Deferred Shares, Registrable Initial Shares, Registrable Contingent Shares or Registrable Initial Additional Shares pursuant to this Agreement, each Stockholder, severally and agree that they, jointly and severallynot jointly, will indemnify, defend, protect indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.each of its directors and officers and each underwriter (if any) and each person, if any, who controls the COMPANY and Company or any such underwriter within the Surviving Corporation at all timesmeaning of the Securities Act against any losses, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damagesdamages or 7 8 liabilities, actionsjoint or several, suitsto which the Company, proceedingssuch directors and officers, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY underwriter or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability controlling person may become subject under the 1933 Act, the 1934 Securities Act or other federal or state law or regulation, at common law or otherwise, arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact relating to contained in a Registration Statement under which Registrable Deferred Shares, Registrable Initial Shares, Registrable Contingent Shares or Registrable Initial Additional Shares held by such Stockholder were registered under the COMPANY Securities Act, any preliminary prospectus or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) final prospectus contained in the Registration Statement or any prospectus forming a part thereofStatement, or any amendment thereof or supplement theretoto such Registration Statement, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, and the Stockholder will reimburse the Company, underwriter or controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability or action, if the statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Stockholder specifically for use in connection with the preparation of such Registration Statement, preliminary prospectus or prospectus, amendment or supplement; provided, however, that such indemnity the obligations of a Stockholder hereunder shall not inure be limited to an amount equal to the benefit net proceeds to such Stockholder of PARENTRegistrable Deferred Shares, ACQUISITION CORPRegistrable Initial Shares, Registrable Contingent Shares or Registrable Initial Additional Shares sold in connection with such registration., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Stockholders, severally but not jointly (in other words, in proportion to the percentage of the Shares owned by a Stockholder at the Closing) (except with respect to the Core Representations, for which liability shall be joint and agree that theyseveral, jointly and severallysubject to the limitations set forth in Section 7.3(d)), will indemnifyshall save, defend, protect indemnify and hold harmless PARENTthe Parent, ACQUISITION CORP.Sub, the COMPANY and the Surviving Corporation at all timesand their Affiliates, from and after the date respective Representatives, successors and assigns of this Agreement until each of the applicable Expiration Date, foregoing from and against any and all claimslosses, damages, actionsliabilities, suitsdeficiencies, proceedingsclaims, demandsdiminution of value, assessmentsinterest, adjustmentsawards, judgments, penalties, costs and expenses (including specificallyattorneys’ fees, but without limitationcosts and other out-of-pocket expenses incurred in investigating, reasonable attorneys' fees and expenses preparing or defending the foregoing) (hereinafter collectively, “Losses”), asserted against, incurred, sustained or suffered by any of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation foregoing as a result of, arising out of or arising from relating to: (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (iia) any breach of any representation or warranty made by the Company contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby (without giving effect to any limitations or qualifications thereto, including materiality, Material Adverse Effect, knowledge or subsequent supplements or updates to the Disclosure Schedules); (b) any breach of any covenant or agreement by the Company contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby, including as a result of the action or failure to act of the Company without giving effect to any limitations or qualifications as to materiality, Material Adverse Effect, knowledge or other exception set forth therein; (c) any Transaction Expenses charged to the Parent, Sub, the Surviving Corporation or the Company that shall not have been reflected on the part Schedule of Expenses and paid by the Company on or before the Closing Date; or (d) one-half of any amounts in excess of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS Closing Date Per Share Merger Consideration required to be stated therein or necessary paid to make the statements therein not misleading; providedholders of Dissenting Shares, however, that such indemnity shall not inure including one-half of any interest required to the benefit of PARENT, ACQUISITION CORPbe paid thereon., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the terms and agree that theyconditions of this Agreement, the Stockholders, jointly and severally, will agree to indemnify, defend, protect defend and hold Vision Twenty-One and its directors, officers, members, managers, employees, agents, attorneys and affiliates harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all losses, claims, damages, actions, suits, proceedingsobligations, demands, assessments, adjustmentspenalties, costs and expenses (including specificallyliabilities, but without limitationcosts, reasonable damages, attorneys' fees and expenses of investigation(collectively, "Damages") asserted against or incurred by PARENTVision Twenty-One or any of such individuals or entities (including, ACQUISITION CORP.but not limited to, any reduction in payments to or revenues of Vision Twenty-One), arising out of or resulting from: a. a breach of any representation, warranty or covenant of the COMPANY Company or the Surviving Corporation as a result Stockholders contained herein or in any schedule or certificate delivered hereunder; b. any liability of the Company relating to or arising from (i) any breach of events or occurences prior to the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) Closing Date; c. any liability under the 1933 Securities Act, the 1934 Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY Company or the STOCKHOLDERS, Stockholders and provided to PARENT Vision Twenty-One or its counsel by the COMPANY or the STOCKHOLDERS (but them specifically for inclusion in the case of the STOCKHOLDERS, only if such a registration statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or any other filing made pursuant to the Exchange Act, or (ii) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY Company or the STOCKHOLDERS Stockholders required to be stated therein or necessary to make the statements therein not misleading, and not provided to Vision Twenty-One or its counsel by the Company, or (iii) as a result of the transfer to Vision Twenty-One of the Company Common Stock; providedand d. any and all actions, howeversuits, that such indemnity shall not inure claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses and court costs) incident to any of the foregoing or to the benefit enforcement of PARENT, ACQUISITION CORPthis Section 10.1., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyTo the fullest extent permitted by law, jointly and severallyeach Stockholder will, will indemnifyif Registrable Securities held by such Stockholder are included in the registration statement or prospectus, defend, protect indemnify and hold harmless PARENTharmless, ACQUISITION CORP.severally and not jointly, Micron, all other Stockholders and any underwriter and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the COMPANY and the Surviving Corporation at all times“Micron Indemnified Parties”), from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs Claims and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon on: (i) any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, registration statement (or any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or arising out of or based upon any omission or alleged omission to state therein therefrom of a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or fact, in each case, necessary in order to make the statements therein not misleading; provided, howeverin light of the circumstances under which they were made, that (ii) any untrue statement or alleged untrue statement of a material fact contained in a prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Stockholder will reimburse each such indemnity shall not inure Micron Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred inis made in such registration statement, any preliminary prospectus prospectus, or Issuer Free Writing Prospectus in reliance upon and the STOCKHOLDERS provided, in writing, corrected conformity with written information furnished to PARENT's counsel Micron by or on behalf of such Stockholder and stated to PARENT be specifically for inclusion use therein; provided that in the final prospectusabsence of fraud by such Stockholder, and the liability of each selling Stockholder of Registrable Securities hereunder shall be limited to the net proceeds received by such information was not so included or properly deliveredselling Stockholder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In the event that the Closing occurs, and agree that theysubject to the terms and limitations expressly set forth in this Agreement, jointly including Sections 9.6 and severally11.13 hereof, the Stockholders will have a several (and not joint) obligation, on an individual basis solely in proportion to the aggregate Merger Consideration payable to them pursuant to this Agreement, to indemnify, defend, protect defend and hold harmless PARENTthe Purchaser, ACQUISITION CORP.each of the Purchaser’s Affiliates, the COMPANY and the Surviving Corporation at all timesand each of their respective directors, officers and employees (collectively, the “Purchaser Indemnified Parties”) from and after against, and will pay to the date of this Agreement until Purchaser Indemnified Parties the applicable Expiration Datemonetary value of, from any and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) Losses incurred or suffered by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result Purchaser Indemnified Parties arising out of or arising resulting from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, following: (iia) any breach of any agreement on the part representation or warranty of the STOCKHOLDERS Company contained in this Agreement or in the Company Closing Certificate; (b) the nonfulfillment, nonperformance or other breach of any covenant or agreement of the Company contained in this Agreement; (c) any Transaction Expenses which exceed the Transaction Expenses set forth in the Statement of Transaction Expenses; (d) reserved; (e) any failure of the Final Merger Consideration Allocation Schedule to be complete and accurate, including any Losses arising from claims of any Stockholder, former Stockholder or Option holder relating to (i) their ownership or rights to ownership of equity securities of the Company or the COMPANY under this Agreementallocation of the Merger Consideration among the holders of equity securities or rights to ownership of equity securities of the Company, (ii) title to such equity securities or any Encumbrances thereon or (iii) the payment by the Company (or by the Purchaser on behalf of the Company) of any liability under Company Debt in connection with the 1933 Actconsummation of the transactions contemplated hereby; and (f) any assertion or recovery by any Stockholder of the fair value, interest, and expenses or other amounts pursuant to dissenters’ rights exercised or purportedly exercised pursuant to Delaware Law or California Law (it being understood that any such Losses will not include the pro rata share of the Merger Consideration, if any, such asserting or recovering Stockholder would have received pursuant to this Agreement). For purposes of this Section 9.1, once it has been established that there has been a breach of any representation or warranty, or nonfulfillment, nonperformance or other breach of any covenant or agreement by the Company, as such provisions are written (including any materiality or “Material Adverse Effect” qualifications thereto), the 1934 Act amount of any Losses arising from such breach of any representation or warranty, or nonfulfillment, nonperformance or other federal breach of any covenant or state law agreement by the Company, will be determined without regard to any materiality, “Material Adverse Effect” or regulationsimilar qualification in such representation, at common law warranty, covenant or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating agreement. Notwithstanding anything to the COMPANY contrary contained herein, no claim for Losses related to or arising from (A) the STOCKHOLDERSvalue or condition of any Tax asset (e.g., and provided to PARENT net operating loss carry forward or its counsel by the COMPANY or the STOCKHOLDERS (but in the case tax credit carryforward) of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement Company or any prospectus forming a part thereofAcquired Company or (B) the ability of the Purchaser, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation or their affiliates to utilize such Tax asset following the extent that such untrue statement (or alleged untrue statement) was made inEffective Time, or omission (or alleged omission) occurred in, shall be subject to a claim for recovery by any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredIndemnified Party hereunder.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the limitations set forth in Sections 6.3 and agree that they8.2 and elsewhere in this Agreement, jointly and severallyfollowing the Effective Time of the Merger, will each of the stockholders of Hotpaper who receives a portion of the Merger Shares (the "Stockholders"), by acceptance of its portion of the Merger Shares, agrees, to the extent of such Stockholders' pro rata portion of the Escrow Shares to indemnify, defend, protect defend and hold harmless PARENTGOAM, ACQUISITION CORP.each affiliate of GOAM, including any of its direct or indirect subsidiaries (including, after the Effective Time of the Merger, Hotpaper), and each of its respective officers, directors and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (the "GOAM Indemnitees") from and against, and pay or reimburse the GOAM Indemnitees for, the COMPANY and the Surviving Corporation at all timesfollowing losses, from and after the date of this Agreement until the applicable Expiration Dateliabilities, from and against all taxes, damages, deficiencies, obligations, fines, expenses, claims, damagesdemands, actions, suits, proceedings, demandsjudgments or settlements, assessmentswhether or not resulting from Third Party Claims, adjustments(as hereinafter defined) incurred or suffered by any GOAM Indemnitee, costs including interest and penalties with respect thereto and out-of-pocket expenses (including specifically, but without limitation, and reasonable attorneys' and accountants' fees and expenses incurred in the investigation or defense of investigation) incurred any of the same or in asserting, preserving or enforcing any of the GOAM Indemnitee's rights hereunder, (net of any amounts recovered or recoverable under any insurance policy and any tax benefit realized by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation any GOAM Indemnitee as a result of incurring or arising from (i) paying any breach of the representations and warranties of foregoing losses or expenses) ("Indemnifiable Losses") to the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, extent: (iia) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating resulting from the breach by Hotpaper, prior to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case Effective Time of the STOCKHOLDERSMerger, only if such statement was provided in writing) of any agreement or covenant contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or this Agreement; and (b) arising out of or based upon resulting from any omission breach of or alleged omission to state therein a material fact relating to the COMPANY inaccuracy in any representation or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit warranty of PARENT, ACQUISITION CORPHotpaper contained in this Agreement., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyStockholders shall, jointly and severallyin accordance with their respective Indemnity Pro Rata Percentages, will indemnify, defend, protect indemnify and hold harmless PARENTPurchaser, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all timesand each of their respective Affiliates, from and after each of the date equityholders, partners and Representatives of the foregoing, and any Person claiming by or through any of them (each, a “Purchaser Indemnified Party”), against and in respect of any Losses arising out of, resulting from, or incurred in connection with: (a) any inaccuracy or breach of any representation or warranty made by the Company, any Equityholder or the Stockholder Representative in this Agreement until the applicable Expiration Dateor any other Transaction Documents (in each case, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP.other than with respect to Section 4.05, the COMPANY existence of such inaccuracy or breach and, in each case, the Surviving Corporation Losses related thereto, to be determined without regard to any qualifications therein referencing the terms “materiality”, “Material Adverse Effect” or other terms of similar import or effect); (b) the breach of, or failure to perform or observe, any covenant or agreement to be performed by any Equityholder, the Stockholder Representative or (prior to the Closing) the Company hereunder or under any other Transaction Document; (c) any Indebtedness and any Transaction Expenses (to the extent such amounts were not taken into account in the determination of the Adjusted Closing Consideration); (d) any Pre-Closing Taxes (to the extent such amounts were not taken into account in the determination of the Adjusted Closing Consideration); (e) any Action made by any Equityholder relating to the Transactions, including that any Equityholder or other Person is entitled to receive any amount in connection with the Transactions in excess of what such Person is entitled to receive pursuant to the terms hereof, including in connection with, or as a result of or arising from of, (i) any breach demand for appraisal pursuant to Section 262 of the representations and warranties of the STOCKHOLDERS Delaware Law or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithotherwise, (ii) any breach of any agreement on Contract with the part of the STOCKHOLDERS Company or the COMPANY under this AgreementEquityholders, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating Law applicable to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement Company or any prospectus forming a part thereof, Equityholder or (iv) any amendment thereof or supplement thereto, or arising out claim of or based upon any omission or alleged omission to state therein a material fact relating to ownership not disclosed hereunder; or (f) the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPmatter disclosed on Schedule 8.02(f)., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the terms and conditions of this Article XIII, the Stockholders agree that they, jointly and severally, will to indemnify, defend, protect defend and hold harmless PARENT, ACQUISITION CORP.Acquiror, the COMPANY and Company, the Surviving Corporation at all timesand their respective directors, from officers, members, managers, employees, agents, attorneys and after the date of this Agreement until the applicable Expiration Date, affiliates harmless from and against all losses, claims, damages, actions, suits, proceedingsobligations, demands, assessments, adjustmentspenalties, costs and expenses (including specificallyliabilities, but without limitationcosts, damages, reasonable attorneys' fees and expenses of investigation(collectively, "Damages") asserted against or incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result such indemnities arising out of or arising from (i) any resulting from: 13.1.1 a material breach of the representations and warranties Company or the Stockholders of any representation, warranty or covenant of the STOCKHOLDERS Company or the COMPANY set forth Stockholders contained herein or in any Schedule or certificate delivered by them hereunder; 13.1.2 any violation by Stockholders, the Company and/or any of their past or present directors, officers, members, managers, shareholder, employees, agents, consultants and affiliates of state or federal laws occurring on or before the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) Closing Date; or 13.1.3 any liability under the 1933 Securities Act, the 1934 Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or Stockholders, the STOCKHOLDERSCompany, and provided to PARENT Acquiror or its counsel by the COMPANY Company or the STOCKHOLDERS (but Stockholders, specifically for inclusion in the case of the STOCKHOLDERSany preliminary prospectus, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or Stockholders and/or the STOCKHOLDERS Company required to be stated therein or necessary to make the statements therein not misleading; , and not provided to Acquiror or its counsel by the Company or the Stockholders, provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., Acquiror and the COMPANY or the Surviving Corporation Company to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS Stockholders provided, in writing, corrected information to PARENTAcquiror's counsel and to PARENT Acquiror for inclusion in the final prospectus, and such information was not so included or properly deliveredincluded.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Stockholders, on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree that they, jointly and severally, will indemnify, defend, protect subsequent to the Effective Time to indemnify and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all timesand their respective officers, from directors, employees and after agents (individually, a "Parent Indemnified Party" and collectively, the date of this Agreement until the applicable Expiration Date, "Parent Indemnified Parties") from and against and in respect of all claimslosses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, fines, penalties, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys' fees disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by PARENTor made against any Parent Indemnified Party (a "Loss" or "Losses"), ACQUISITION CORP.arising out of, the COMPANY based upon or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, with: (iia) any breach of any agreement on representation or warranty made by the part of the STOCKHOLDERS Company or the COMPANY Stockholders in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement, or (iii) by reason of any liability under the 1933 Actclaim, the 1934 Act action or other federal proceeding asserted or state law or regulation, at common law or otherwise, instituted arising out of any matter or based upon thing covered by any untrue statement such representations or alleged untrue statement warranties (collectively, "Parent Representation and Warranty Claims"); (b) any breach of a material fact relating to any covenant or agreement made by the COMPANY Company or the STOCKHOLDERSStockholders in this Agreement or in any schedule, and provided to PARENT exhibit, certificate, agreement or its counsel by the COMPANY other instrument delivered under or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereofconnection with this Agreement, or by reason of any amendment thereof claim, action or supplement thereto, proceeding asserted or instituted arising out of any matter or based upon thing covered by any omission such covenant or alleged omission agreement; (c) with respect to state therein a material fact relating taxes of the Company incurred with respect to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation any Pre-Closing Tax Period (as defined below) to the extent such liability exceeds the amounts accrued therefor and disclosed to BOL in SCHEDULE 3.7 hereto (it being understood that such untrue statement (SCHEDULE shall be updated as of the Closing to reflect tax accruals as of such date consistent with the Company's past practices); the term "Pre-Closing Tax Period" shall mean all taxable periods ending on or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus before the Closing Date and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in portion (ending on the final prospectus, and such information was Closing Date) of any taxable period that includes (but does not so included or properly delivered.end on) the Closing Date; or

Indemnification by the Stockholders. The STOCKHOLDERS covenant After the Closing and agree that they----------------------------------- subject to the limits set forth in Section 8.5, each Stockholder, individually ----------- and not jointly and severally, will indemnify, defend, protect shall indemnify and hold harmless PARENTthe Buyer or the Company and each officer, ACQUISITION CORP.director and affiliate of the Buyer or the Company (collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, damagesliabilities, actionsdemands, charges, suits, proceedings, demands, assessments, adjustmentspenalties, costs and expenses (including specifically, but without limitation, court costs and reasonable attorneys' fees and expenses of investigationincurred in investigating and preparing for any litigation or proceeding) incurred by PARENT, ACQUISITION CORP.(collectively, the COMPANY "INDEMNIFIABLE COSTS"), which any of the Indemnified parties may sustain, or to which any of the Surviving Corporation as a result Indemnified Parties may be subjected, arising out of any misrepresentation, breach or default by such Stockholder of or arising from (i) under any breach of the representations and warranties its covenants, agreements or other provisions of the STOCKHOLDERS this Agreement or the COMPANY set forth herein or on the Schedules or certificates delivered any document executed by it in connection herewith, (ii) any breach exclusive of any agreement on representations and warranties relating to the part Company. After the Closing, the Stockholders, jointly and severally, shall indemnify and hold harmless the Buyer or the Company and each officer, director and affiliate of the STOCKHOLDERS Buyer or the COMPANY under this AgreementCompany (collectively, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Indemnifiable Costs", which any of the Indemnified Parties may sustain, or (iii) to which any liability under of the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwiseIndemnified Parties may be subjected, arising out of or based upon any untrue statement or alleged untrue statement breach of a material fact relating to representation and warranty regarding the COMPANY Company. Determination of whether the Company, on the one hand, or the STOCKHOLDERSBuyer, and provided on the other hand, is entitled to PARENT indemnification hereunder shall be made by such parties in light of the economic impact or its counsel loss caused by the COMPANY or matter which is the STOCKHOLDERS subject of the claim of indemnification. By way of example, a claim of indemnification for breaches of the representation made in Section 3.17 (but Taxes) would impact the Company so that ------------- the Company would be entitled to indemnification. A claim of indemnification based on a breach of Section 3.28 (No Liens on Shares) would affect the Buyer's ------------ investment in the case of Company directly (as opposed to derivatively), so that the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission Buyer would be entitled to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPindemnification., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with each Shelf Registration Statement, the Stockholders will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in the respective Shelf Registration Statement or prospectus and agree that theyshall, jointly and severallyto the extent permitted by law, will indemnify, defend, protect indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person, if any, who controls the COMPANY Company (within the meaning of the Securities Act or the Exchange Act) (the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and any such other Person being hereinafter a "Company Indemnitee") against all losses, claims, damagesdamages or liabilities to which any such Company Indemnitee may become subject, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., under the COMPANY Securities Act or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Exchange Act or other federal or state law or regulation, at common law or otherwise, arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the any Shelf Registration Statement Statement, prospectus or any preliminary prospectus forming a part thereof, or any amendment thereof or supplement theretoto any of the foregoing, or arising arise out of or are based upon any omission or alleged the omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders regarding such Stockholder or his intended method of distribution of Registrable Securities and such information was provided expressly for use in the preparation of such documents; and, subject to Section 6.03, the Stockholders shall reimburse the Company Indemnitee for any and all expenses whatsoever (including reasonable fees and disbursements of counsel chosen by the Company), reasonably incurred by the Company Indemnitee in connection with investigating, preparing for or defending against any such loss, claim, damage, liability or action; provided, however, that such indemnity the maximum amount of liability of the Stockholders under this Section shall not inure be limited to an amount equal to the benefit net after-tax proceeds actually received by the Stockholders from the sale of PARENT, ACQUISITION CORPsecurities effected pursuant to such registration., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Stockholders, on behalf of themselves and agree that theytheir respective successors, executors, administrators, estates, heirs and permitted assigns, jointly and severally, will indemnify, defend, protect agree subsequent to the Closing Date to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its affiliates and their respective shareholders, officers, directors, employees and agents (individually, a "Company Indemnified Party" and collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, "Company Indemnified Parties") from and against and in respect of all claimslosses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, fines, penalties, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys' fees disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by PARENTor made against any Company Indemnified Party (a "Loss" or "Losses") arising out of, ACQUISITION CORP.based upon or in connection with: (a) conditions, the COMPANY circumstances or the Surviving Corporation as a occurrences which constitute or result of or arising from (i) in any breach of the representations and warranties of the STOCKHOLDERS any representation or the COMPANY set forth herein warranty made by either a Stockholder or on the Schedules a GB&C Entity in this Agreement or certificates in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection herewithwith this Agreement (collectively, "Stockholder Representation and Warranty Claims"); (iib) any breach of any covenant or agreement on the part of the STOCKHOLDERS made by either a Stockholder or the COMPANY a GB&C Entity in this Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement, or (iii) by reason of any liability under the 1933 Actclaim, the 1934 Act action or other federal proceeding asserted or state law or regulation, at common law or otherwise, instituted arising out of any matter or based upon thing covered by any untrue statement such covenant or alleged untrue statement of a material fact agreement; (c) any fees and expenses (including without limitation legal fees and accounting fees) relating to the COMPANY this Agreement or the STOCKHOLDERSany transactions contemplated hereby paid, assumed or otherwise borne by any GB&C Entity. Claims under clauses (a) through (c) of this Section 8.02 hereinafter collectively referred to as "Company Indemnifiable Claims". The rights of Company Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (b) and provided to PARENT or its counsel (c) of this Section 8.02 shall not be limited by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall occurrence may not inure constitute an inaccuracy in or breach of any representation or warranty referred to the benefit in clause (a) of PARENT, ACQUISITION CORPthis Section 8.02., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, Stockholders jointly and severally agree (except with respect to Sections 3.3(b) and 4.1, in which respect each Stockholder severally, will indemnifyand not jointly, defend, protect agrees) to indemnify and hold HBIO and its subsidiaries and affiliates and persons serving as officers, directors, partners, stockholders or employees thereof (individually a "HBIO Indemnified Party" and collectively the "HBIO Indemnified Parties") harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, any damages, actionsliabilities, suitslosses (including, proceedingswithout limitation, demandsdiminution in value), assessmentstaxes, adjustmentsfines, costs penalties, costs, and expenses (including specificallyincluding, but without limitation, reasonable attorneys' fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and expenses of including all amounts paid in investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY defense or the Surviving Corporation as a result of or arising from (i) any breach settlement of the representations and warranties foregoing) which may be sustained or suffered by any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, them arising out of or based upon any untrue statement of the following matters: (a) fraud, intentional misrepresentation or alleged untrue statement a deliberate or willful breach by any Company Party of any of their representations, warranties or covenants under this Agreement or any agreement, document or instrument contemplated hereby or in any certificate, schedule or exhibit delivered pursuant hereto or thereto; (b) any breach of any representation or warranty of any Company Party under this Agreement or under any agreement, document or instrument contemplated hereby, or in any certificate, schedule or exhibit delivered pursuant hereto or thereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting such a material fact relating breach; (c) any breach of any covenant of any Company Party under this Agreement or under any agreement, document or instrument contemplated hereby, or in any certificate, schedule or exhibit delivered pursuant hereto or thereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting such a breach; (d) the activities, conduct, business or operation of the Company prior to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement theretoClosing, or arising out of facts, events or based upon circumstances regarding the Company existing prior to the Closing; and (e) any omission or alleged omission to state therein a material fact unpaid Taxes of the Company and its Subsidiary relating to the COMPANY periods ending on or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure prior to the benefit of PARENT, ACQUISITION CORP., Closing Date except to the COMPANY extent that (i) such unpaid Taxes would result in an offset against the Company's net operating losses and (ii) no amounts would be payable by HBIO or the Surviving Corporation to the extent that any tax authority with respect to such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredTaxes.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from From and after the date of this Agreement until Closing, the applicable Expiration DateStockholders shall indemnify Buyer and its affiliates, officers, directors, employees, stockholders and agents (the "Buyer Indemnified Parties") against and hold them harmless from and against all claimsany liability, damagesclaim, actionsdamage, suits, proceedings, demands, assessments, adjustments, costs and expenses Tax or expense (including specifically, but without limitation, reasonable attorneys' legal fees and expenses of investigationexpenses) ("Losses") suffered or incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation any Buyer Indemnified Party as a result of or of, arising from or relating to the following: (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (iia) any breach of any agreement on the part representation or warranty of the STOCKHOLDERS Stockholders contained in this Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of the COMPANY under Stockholders contained in this Agreement, including, without limitation, the actions or inactions of the Stockholders' Representative; (iiic) any liability under breach of any covenant or agreement of the 1933 Act, Company contained in this Agreement relating to the 1934 Act period prior to the Effective Time; (d) liabilities of the Company resulting from or other federal or state law or regulation, at common law or otherwise, arising out of the conduct of the Business prior to the Effective Time to the extent such liabilities are not included as adjustments in the determination of the Purchase Price pursuant to Section 2.3; (e) any claim arising out of any breach or based upon any untrue statement violation or alleged untrue statement breach or violation of a material fact any Environmental, Health and Safety Requirement relating to any Real Property owned or leased by the COMPANY or the STOCKHOLDERS, and provided to PARENT Company or its counsel by predecessors, which breach or violation occurred or allegedly occurred prior to the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement theretoEffective Time, or arising out of any environmental matters described on Schedule 11.2, and any judgment or based upon other adverse determination or settlement or claim arising out of any omission suit, action or alleged omission proceeding arising out of the conduct of the Business prior to state therein a material fact the Effective Time, including those claims and other matters described on Schedule 11.2; (f) expenses of any Stockholder or the Company relating to the COMPANY consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (g) any Taxes of the Company for any taxable period or portion thereof ending on or prior to the Closing Date; (h) obtained by Buyer in each state and country in which any Stockholder or the STOCKHOLDERS required to be stated therein Company has assets; and (i) any action, suit, proceeding, claim, demand, assessment or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure judgment incident to the benefit of PARENT, ACQUISITION CORPforegoing or incurred in investigating or to avoid the same or to oppose the imposition thereof or in enforcing this indemnity., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, Stockholders jointly and severally, will indemnify, defend, protect ----------------------------------- severally agree subsequent to the Closing to indemnify and hold harmless PARENT, ACQUISITION CORP.the Company, the COMPANY Subsidiaries, Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof (individually a "Buyer Indemnified Party" and collectively the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, "Buyer Indemnified Parties") harmless from and against all claims, any damages, actionsliabilities, suitslosses, proceedingstaxes, demandsfines, assessmentspenalties, adjustmentscosts, costs and expenses (including specificallyincluding, but without limitation, reasonable attorneys' fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and expenses of including all amounts paid in investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY defense or the Surviving Corporation as a result of or arising from (i) any breach settlement of the representations and warranties foregoing) which may be sustained or suffered by any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, them arising out of or based upon any untrue statement of the following matters: (a) fraud, intentional misrepresentation or alleged untrue statement a deliberate or willful breach by the Company or any Stockholder of any of their representations, warranties, agreements or covenants under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto; (b) any other breach of any representation or warranty of the Company or any Stockholder under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing constituting a material fact relating breach of such representations or warranties; (c) any other breach of any agreement or covenant of the Company or any Stockholder under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing constituting a breach of any such agreement or covenant. (d) any liability of the Company or any Subsidiary for Taxes arising from an event or transaction prior to the COMPANY Closing or as a result of the STOCKHOLDERS, and Closing which have not been paid or provided to PARENT for or its counsel adequately reserved against by the COMPANY Company or a Subsidiary, including without limitation, any increase in Taxes due to the STOCKHOLDERS (but unavailability of any loss or deduction claimed by the Company or a Subsidiary which in fact did not exist for the case Company as of the STOCKHOLDERSClosing Date. (e) [Intentionally omitted]. (f) [Intentionally omitted]. (g) any liability of the Buyer, only if such statement was provided in writing) contained in the Registration Statement Company or any prospectus forming a part thereofSubsidiary in respect of any claim made by any third party and relating to, or any amendment thereof or supplement thereto, or arising out of or based upon in connection with any omission or alleged omission right (or, with respect to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement clause (or alleged untrue statementi) was made in, or omission (or alleged omission) occurred inbelow, any preliminary prospectus and alleged right of such party) to acquire or purchase shares of the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion capital stock or any other equity interest in the final prospectus, Company whether (i) pursuant to Article XII of that certain Code of Regulations and such information was not so included Closed Corporation Agreement by and among the Company and its current and former stockholders or properly delivered(ii) otherwise. (h) Each Stockholder hereby acknowledges and agrees that no Stockholder shall have any right of indemnity or contribution from the Company with respect to any breach of any representation or warranty hereunder.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the terms and conditions of this Article XIII, the Stockholders agree that they, jointly and severally, will to indemnify, defend, protect defend and hold harmless PARENT, ACQUISITION CORP.Acquiror, the COMPANY and Company, the Surviving Corporation at all timesand their respective directors, from officers, members, managers, employees, agents, attorneys and after the date of this Agreement until the applicable Expiration Date, affiliates harmless from and against all losses, claims, damages, actions, suits, proceedingsobligations, demands, assessments, adjustmentspenalties, costs and expenses (including specificallyliabilities, but without limitationcosts, damages, reasonable attorneys' fees and expenses of investigation(collectively, "Damages") asserted against or incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result such indemnities arising out of or arising from (i) any resulting from: 13.1.1 a material breach of the representations and warranties Company or the Stockholders of any representation, warranty or covenant of the STOCKHOLDERS Company or the COMPANY set forth Stockholders contained herein or in any Schedule or certificate delivered by them hereunder; 13.1.2 any violation (or alleged violation) by Stockholders, the Company and/or any of their past or present directors, officers, members, managers, shareholders, employees, agents, consultants and affiliates of state or federal laws occurring on or before the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) Closing Date; 13.1.3 any liability under the 1933 Securities Act, the 1934 Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY Stockholders, or the STOCKHOLDERSCompany, and provided in writing to PARENT Acquiror or its counsel by the COMPANY Company or the STOCKHOLDERS (but Stockholders, specifically for inclusion in the case of the STOCKHOLDERSany preliminary prospectus, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or Stockholders and/or the STOCKHOLDERS Company required to be stated therein or necessary to make the statements therein not misleading; , and not provided to Acquiror or its counsel by the Company or the Stockholders, provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., Acquiror and the COMPANY or the Surviving Corporation Company to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS Stockholder provided, in writing, corrected information to PARENTAcquiror's counsel and to PARENT Acquiror for inclusion in the final prospectus, and such information was not so included included; and 13.1.4 any filings, reports or properly delivereddisclosures made by the Company or the Stockholders, as the case may be, pursuant to the IRS Voluntary Compliance Resolution Program.

Indemnification by the Stockholders. The STOCKHOLDERS covenant To the fullest extent permitted by law, each Stockholder will, and agree that theyhereby does, jointly severally and severallynot jointly, will indemnify, defend, protect indemnify and hold harmless PARENTharmless, ACQUISITION CORP.to the same extent and in the same manner as is set forth in Section 1, the COMPANY Company, each of its directors, each of its officers who signs or has signed the Registration Statement, and each person or entity, if any, who controls the Surviving Corporation at all timesCompany (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each a “Company Indemnified Party”), from against any Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or relate to any Violation, in each case to the extent, and only to the extent, such Claim or Indemnified Damages relates to (1) untrue statements or omissions included in the Registration Statement that are based solely upon information regarding the Stockholder furnished in writing to the Company by the Stockholder expressly for use therein (including such Stockholder’s proposed method of distribution of Stockholder Shares) or (2) the use by the Stockholder of an outdated or defective Prospectus after the date of this Agreement until Company has notified the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP.Stockholder in writing that the Prospectus is outdated or defective. Notwithstanding anything to the contrary contained herein, the COMPANY indemnification agreement contained in this Section 2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Stockholder, which consent shall not be unreasonably withheld, conditioned or delayed. The aggregate liability of any Stockholder pursuant to this Section 2 shall not exceed the Surviving Corporation net proceeds to such Stockholder as a result of the sale of Stockholder Shares pursuant to the Resale Registration. For the avoidance of doubt and notwithstanding anything to the contrary herein, in no event shall any Stockholder be liable for indemnification to any Company Indemnified Party or arising from (i) any breach other Stockholder Indemnified Party hereunder for any other Stockholder’s acts or omissions as a result of the representations and warranties sale of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or such other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPStockholder’s Shares., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the terms and conditions of this Article XIII, the Stockholders agree that they, jointly and severally, will to indemnify, defend, protect defend and hold harmless PARENT, ACQUISITION CORP.Acquiror, the COMPANY and Company, the Surviving Corporation at all timesand their respective directors, from officers, members, managers, employees, agents, attorneys and after the date of this Agreement until the applicable Expiration Date, affiliates harmless from and against all losses, claims, damages, actions, suits, proceedingsobligations, demands, assessments, adjustmentspenalties, costs and expenses (including specificallyliabilities, but without limitationcosts, damages, reasonable attorneys' fees and expenses of investigation(collectively, "Damages") asserted against or incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result such indemnities arising out of or arising from (i) any resulting from: 13.1.1 a material breach of the representations and warranties Company or the Stockholders of any representation, warranty or covenant of the STOCKHOLDERS Company or the COMPANY set forth Stockholders contained herein or in any Schedule or certificate delivered by them hereunder; 13.1.2 any violation (or alleged violation) by Stockholders, the Company and/or any of their past or present directors, officers, members, managers, shareholders, employees, agents, consultants and affiliates of state or federal laws occurring on or before the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) Closing Date; 13.1.3 any liability under the 1933 Securities Act, the 1934 Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY Stockholders, or the STOCKHOLDERSCompany, and provided in writing to PARENT Acquiror or its counsel by the COMPANY Company or the STOCKHOLDERS (but Stockholders, specifically for inclusion in the case of the STOCKHOLDERSany preliminary prospectus, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or Stockholders and/or the STOCKHOLDERS Company required to be stated therein or necessary to make the statements therein not misleading; , and not provided to Acquiror or its counsel by the Company or the Stockholders, provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., Acquiror and the COMPANY or the Surviving Corporation Company to the extent that such untrue statement (or alleged untrue statement) was 42 50 made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS Stockholder provided, in writing, corrected information to PARENTAcquiror's counsel and to PARENT Acquiror for inclusion in the final prospectus, and such information was not so included included; or 13.1.4 any filings, reports or properly delivereddisclosures made by the Company or the Stockholder, as the case may be, pursuant to the IRS Voluntary Compliance Resolution Program.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Seller and agree that theythe Stockholders, jointly and severally, will indemnify, covenant and agree to defend, protect indemnify and hold harmless PARENTthe Buyer and its Affiliates and their respective officers, ACQUISITION CORP.directors and employees (collectively, the COMPANY and the Surviving Corporation at all times, "Buyer Indemnitees") from and after against, and pay or reimburse the date of this Agreement until the applicable Expiration DateBuyer Indemnitees for, from any and against all claims, damages, actions, suits, proceedings, demands, assessmentsliabilities, adjustmentsstrict liabilities, costs obligations, losses, fines, costs, expenses, royalties, litigation, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including interest and penalties with respect thereto and out-of-pocket expenses (including specifically, but without limitation, and reasonable attorneys' and accountants' fees and expenses incurred in the investigation or defense of investigationany of the same or in asserting, preserving or enforcing any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (a) incurred any misrepresentation or Breach of any representation, warranty, covenant, obligation or agreement of Seller and/or the Stockholders in this Agreement or in any schedule, document or agreement furnished or to be furnished by PARENT, ACQUISITION CORP., the COMPANY Seller or the Surviving Corporation as a result of or arising from Stockholders under this Agreement; (ib) any breach claims, demands, suits, investigations, proceedings or actions by any third party containing or relating to allegations that, if true, would constitute a Breach of, or misstatement in, any one of the representations and warranties contained in Article 4; (c) any Non-Assumed Liabilities; (d) any and all liabilities for Taxes of Seller arising prior to the STOCKHOLDERS First Closing; and (e) any claim, action, suit, investigation or the COMPANY set forth herein proceeding against Buyer's Indemnities or on the Schedules to which any of them are named a party by any creditor of any Seller relating to or certificates delivered alleging any violation of applicable bulk transfer laws in connection herewith, (ii) any breach of any agreement on with the part of the STOCKHOLDERS or the COMPANY under transactions contemplated by this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Stockholders, on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree that they, jointly and severally, will indemnify, defend, protect subsequent to the Effective Time until the period of time set forth in Section 13.10 to indemnify and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all timesand their respective officers, from directors, employees and after agents (individually, a "Parent Indemnified Party" and collectively, the date of this Agreement until the applicable Expiration Date, "Parent Indemnified Parties") from and against and in respect of all claimslosses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, fines, penalties, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys' fees disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by PARENTor made against any Parent Indemnified Party (a "Loss" or "Losses"), ACQUISITION CORP.arising out of, the COMPANY based upon or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, with: (iia) any breach of any agreement on representation or warranty made by the part of the STOCKHOLDERS Company or the COMPANY Stockholders in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement, or (iii) by reason of any liability under the 1933 Actclaim, the 1934 Act action or other federal proceeding asserted or state law or regulation, at common law or otherwise, instituted arising out of any matter or based upon thing covered by any untrue statement such representations or alleged untrue statement warranties (collectively, "Parent Representation and Warranty Claims"); (b) any breach of a material fact relating to any covenant or agreement made by the COMPANY Company or the STOCKHOLDERSStockholders in this Agreement or in any schedule, and provided to PARENT exhibit, certificate, agreement or its counsel by the COMPANY other instrument delivered under or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereofconnection with this Agreement, or by reason of any amendment thereof claim, action or supplement thereto, proceeding asserted or instituted arising out of any matter or based upon thing covered by any omission such covenant or alleged omission agreement; or (c) with respect to state therein a material fact relating taxes of the Company incurred with respect to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation any Pre-Closing Tax Period (as defined below) to the extent such liability exceeds the amounts accrued therefor and disclosed to BOL in SCHEDULE 3.7 hereto (it being understood that such untrue statement (Schedule shall be updated as of the Closing to reflect tax accruals as of such date consistent with the Company's past practices); the term "Pre-Closing Tax Period" shall mean all taxable periods ending on or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus before the Closing Date and the STOCKHOLDERS provided, portion (ending on the Closing Date) of any taxable period that includes (but does not end on) the Closing Date. Claims under clauses (a) through (c) of this SECTION 12.1 are hereinafter collectively referred to as "Parent Indemnifiable Claims". The rights of Parent Indemnified Parties to recover indemnification in writing, corrected information respect of any occurrence referred to PARENT's counsel in clauses (b) and (c) of this SECTION 12.1 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredclause (a) of this SECTION 12.1.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 1000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided, any preliminary prospectus that the obligation to indemnify shall be several, not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of shares of Stock by such holder and its Affiliates, (b) the name and address of such holder and (c) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to PARENT for inclusion be disclosed in the final prospectus, and any such information was not so included or properly delivereddocument.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., Subject to the COMPANY and the Surviving Corporation at all timesterms hereof, from and after the date Closing, Stockholders agree to jointly and severally indemnify, defend and save Buyer and its Affiliates and Plan Affiliates, and each of its respective officers, directors, employees, agents, Employee Benefit Plans, and fiduciaries, plan administrators or other parties dealing with any such plans (each, a "BUYER INDEMNIFIED PARTY"), forever harmless from and against, and to pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for (in either case within 10 Business Days of its receipt of notice in accordance with the terms of this Agreement until the applicable Expiration DateArticle from any Buyer Indemnified Party), from any and against all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, damagessuits, actions, suitsor causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or reasonable costs or expenses of any and all reasonable investigations, proceedings, demandsjudgments, assessmentsenvironmental analyses, adjustmentsremediations, costs settlements and expenses compromises (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationattorneys, accountants and other experts) (individually and collectively, the "LOSSES") actually sustained or incurred by PARENTany Buyer Indemnified Party relating to, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwiseresulting from, arising out of or otherwise by virtue of any of the following: (i) any misrepresentation or breach of a representation or warranty made in this Agreement by any of the Stockholders, or non-compliance with or breach by any of the Stockholders of any of the covenants or agreements contained in this Agreement to be performed by the Stockholders or any of their respective Affiliates; (ii) any action, demand, proceeding, investigation or claim (whenever made) by Xxxxx X. Xxxxxx, his wife and their respective successors and assigns against or affecting Zebra, the Company, CISAC or any of their respective subsidiaries; (iii) any Tax liability of the Company, CISAC or the Stockholders with respect to any Tax period or a portion of any Tax period ending on or prior to the Closing Date whether or not disclosed in this Agreement or the Company Disclosure Schedule; (iv) any violations of or obligations under Environmental Laws relating to acts, omissions, circumstances or conditions to the extent existing or arising on or prior to the Closing Date whether or not disclosed in this Agreement or the Company Disclosure Schedule; (v) any action, demand, proceeding, investigation or claim (whenever made) by any third party (including governmental agencies) against or affecting Buyer or its Affiliates which, if successful, would give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations, warranties or covenants contained in the Agreement of the Stockholders; (vi) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon any untrue statement alleged agreement between the claimant and the Stockholders; or (vii) any action, demand, proceeding, investigation or alleged untrue statement claim (whenever made) by any of a material fact Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx against or affecting Buyer or its Affiliates relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereofinsurance providers' denial of, or any amendment thereof failure to pay, claims made by such Persons or supplement thereto, any increase in premiums paid by Buyer and its Affiliates to insurance providers resulting from or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that insurance claims made by such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPPersons., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) Notwithstanding the Closing and agree that theysubject to the limitations set forth herein, jointly each of the Stockholders, severally and severallynot jointly, will indemnify, covenants and agrees to defend, protect indemnify and hold harmless PARENTin the proportions set forth in Section 11.1(b)(i) hereof the Buyers, ACQUISITION CORP.their respective Affiliates (excluding the Company and the Subsidiaries) and the officers, directors, partners, employees, agents, advisers and representatives of each such Person (collectively, the COMPANY and the Surviving Corporation at all times, "BUYERS INDEMNITEES") from and after against, and pay or reimburse (on an as incurred basis) the date of this Agreement until the applicable Expiration DateBuyers Indemnitees for, from any and against all claims, damagesdemands, actionsliabilities, suitsobligations, losses, diminution of value, fines, costs, expenses, royalties, proceedings, demandsdeficiencies or damages (whether or not resulting from third party claims), assessments, adjustments, costs including interest and penalties with respect thereto and out-of-pocket expenses (including specifically, but without limitation, and reasonable attorneys' and accountants' fees and expenses incurred in the investigation or defense of investigation) incurred by PARENTany of the same or in asserting, ACQUISITION CORP.preserving or enforcing any of their respective rights hereunder (collectively, the COMPANY or the Surviving Corporation as a result of "LOSSES"), resulting from or arising from out of: (i) any breach inaccuracy of any representation or warranty when made or deemed made by the representations and warranties of the STOCKHOLDERS or the COMPANY set forth Company herein or on in any schedule hereto or any certificate, document or other instrument delivered by the Schedules or certificates delivered Company at the Closing in connection herewith, ; (ii) any breach inaccuracy of any representation or warranty when made or deemed made by a Selling Stockholder herein or in any certificate, document or other instrument delivered by a Selling Stockholder at the Closing in connection herewith; (iii) any failure of the Company or a Selling Stockholder to perform any covenant or agreement hereunder or fulfill any other obligation in respect hereof; PROVIDED, HOWEVER, that with respect to Losses attributable to any failure on the part of the STOCKHOLDERS Company (A) Carousel shall only be required to indemnify the Buyers Indemnitees for Losses attributable to any such failure occurring on or before the COMPANY under this Agreement, Closing Date and (B) other than any failure on the part of the Company to perform any covenant or (iii) any liability under the 1933 Actagreement set forth in Section 5.4, the 1934 Act Stockholders shall only be required to indemnify the Buyers Indemnitees for any failure of the Company to perform any covenant or other federal agreement hereunder or state law fulfill any obligation in respect hereof occurring on or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating before the Claims Termination Date. Notwithstanding anything in this Agreement to the COMPANY or the STOCKHOLDERScontrary, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but 1) in the case of event a Buyers Indemnitee does not recover in full from the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or Stockholders for any prospectus forming a part thereof, or any amendment thereof or supplement thereto, Loss resulting from or arising out of or based upon a failure of the Company described in this Section 11.1(a)(iii), then such Buyers Indemnitee may seek indemnification for any omission or alleged omission remaining Losses from the Company and (2) the Company shall be obligated to state therein indemnify the Buyers Indemnitees for Losses attributable to any such failure after the Claims Termination Date. Any such indemnification by the Company will be made without a material fact relating gross-up to the COMPANY Buyers. (b) Notwithstanding anything in this Agreement to the contrary, the Stockholders' obligation to indemnify the Buyers Indemnitees shall be subject to Section 11.4, Section 13.14 and all of the following limitations: (i) Except as provided in Sections 11.1(b)(ii), 11.1(b)(iii), 11.4 or 13.14, the parties agree that any amounts owed to the Buyers Indemnities by the Stockholders pursuant to Section 11.1(a) shall be limited (the "Indemnification Limitation") to (A) $60,000,000 in the aggregate and (B) with respect to each individual Loss, the obligation of each Stockholder to indemnify the Buyers' Indemnitees shall be limited to the amount of such Loss multiplied by the percentage of Class A Common Stock set forth opposite such Stockholder's name on SCHEDULE 11.1(B) hereto; PROVIDED, HOWEVER, that Carousel shall have no liability hereunder in connection with any claim for indemnification with respect to (1) the representations and warranties contained in Sections 4.20 and 4.21 after the Claims Termination Date; (2) any failure of the Company or a Selling Stockholder to perform any covenant or agreement hereunder or fulfill any other obligation in respect hereof after the Closing Date, (3) the pending acquisitions described on Schedule 4.24 hereto or (4) any inaccuracy of any representation or warranty when made or deemed made by the Company in any certificate, document or other instrument (other than this Agreement and the Schedules hereto and the certificate of the Company to be delivered pursuant to Section 6.5 hereof) delivered by the Company at the Closing in connection herewith and the Indemnification Limitation of each Stockholder other than Carousel shall be increased by an amount equal to such Stockholder's pro rata share of Carousel's portion of the Indemnification Limitation as provided on SCHEDULE 11.1(B) hereto. The parties further agree that the Buyers Indemnitees related to Xxxxx and the Buyers Indemnitees related to THL shall share ratably, in proportion to Xxxxx'x ownership of the Xxxxx Purchased Class B Shares and THL's ownership of the THL Shares, in any proceeds paid to any Buyers Indemnitee in connection with this Article XI ;PROVIDED HOWEVER, that if any Loss affects only THL or Xxxxx but not both, then only the Buyers Indemnitees suffering a Loss shall be entitled to receive any indemnification proceeds payable in connection with this Article XI. The parties further agree that any amounts owed the Buyers Indemnitees by the Company pursuant to Section 11.1(a)(iii)(2) shall be limited to an amount equal to $60,000,000 less any amounts paid or payable to the Buyers Indemnitees pursuant to this Article XI. (ii) Notwithstanding anything in this Agreement to the contrary, in the event that a Loss results from or arises out of any inaccuracy of any representation or warranty made pursuant to Article 3A hereof or the STOCKHOLDERS failure by one or more Selling Stockholders to perform any covenant or agreement hereunder or fulfill any other obligation in respect hereof, the Buyers Indemnitees shall seek indemnification solely from the Selling Stockholder or Selling Stockholders whose misrepresentation or breach of warranty or failure to perform caused such Loss. (iii) Notwithstanding anything in this Agreement to the contrary, the parties agree that the University of North Carolina at Charlotte Foundation, Inc. shall have no obligation to make any payments pursuant to this Article XI and Xxxxxx Xxxxxxx agrees to make any payments (in addition to making any payments he is responsible for) the University of North Carolina at Charlotte Foundation, Inc. would have been required to make pursuant to this Article XI but for the agreement contained in this sentence. (iv) Neither the Stockholders nor the Company shall be stated therein or necessary required to make any indemnification under Section 11.1(a) hereof until the statements therein not misleadingaggregate amount of Losses resulting from or arising out of the matters referred to in Section 11.1(a) hereof exceeds $5,000,000; provided, however, PROVIDED that if the aggregate amount of such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP.Losses exceeds such amount, the COMPANY Stockholders or the Surviving Corporation Company, as applicable, shall be required to indemnify the extent that Buyers Indemnitees for all Losses indemnifiable under Section 11.1(a) hereof without regard to such untrue statement $5,000,000 limitation. (v) Carousel shall have no obligation to indemnify the Buyers Indemnitees for any Losses attributable to (A) the pending acquisitions described on Schedule 4.24 hereto or alleged untrue statement(B) was any inaccuracy of any representation or warranty when made inor deemed made by the Company in any certificate, document or omission other instrument (or alleged omission) occurred in, any preliminary prospectus other than this Agreement and the STOCKHOLDERS provided, schedules hereto and the certificate of the Company to be delivered pursuant to Section 6.5 hereto) delivered by the Company at the Closing in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredconnection herewith.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) From and agree that theyafter the Effective Time, by virtue of the Merger and subject to the terms, conditions and limitations of this Article VIII, the Stockholders (referred to in this Article VIII as the “Indemnifying Parties”) shall, jointly and severally, will indemnify, defend, protect indemnify and hold harmless PARENTthe Surviving Corporation, ACQUISITION CORP.Parent, Merger Sub and their respective directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, “Indemnified Parties”) from and against any and all claimsLosses of such Person, damagesdirectly or indirectly (such Losses, actions“Indemnifiable Losses”), suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of of, or based upon or arising from from, (i) any breach of, or inaccuracy in, any of the representations or warranties, made by the Company in this Agreement, including in any certificate delivered by or on behalf of the Company pursuant hereto (both when made and as if such representations and warranties were made as of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithClosing Date), (ii) any breach of or failure to perform on or prior to the Closing any agreement covenants or agreements made by the Company in this Agreement that are required to be performed on or prior to the part of the STOCKHOLDERS or the COMPANY under this AgreementClosing, or (iii) any liability under Excess Dissenting Share Payments, (iv) any Excess Third Party Expenses, (v) any Stockholders’ Representative Expenses, (vi) any inaccuracy in the 1933 ActIndebtedness Statement, (vii) any inaccuracy in the Capitalization Statement, (viii) any inaccuracy in the Warrant Statement, (ix) any inaccuracy in the Working Capital Statement in the event that, after giving effect to such inaccuracy, the 1934 Act condition set forth in Section 6.2(h) would not have been satisfied and (x) Taxes of the Company for any taxable period or portion thereof ending on or before the Closing Date (each, a “Pre-Closing Tax Period”), and Taxes of any other federal Person imposed on the Company for any Pre-Closing Tax Period, whether imposed as a result of Treasury Regulation Section 1.1502-6 or any provision of any foreign, state law or regulationlocal Tax Law having similar effect, at common law as transferee, successor, by contract or otherwise, arising out of and (xi) the matters set forth on Schedule 8.2(a)(xi) hereto (together, the “Indemnifiable Matters”). (b) No Indemnifying Party shall have any obligation for Indemnifiable Losses as a result of, or based upon or arising from any untrue statement breach of, or alleged untrue statement inaccuracy in, any of a material fact relating to the COMPANY representations or warranties contained in Section 3.10 (“Indemnifiable Tax Losses”) unless the STOCKHOLDERS, and provided to PARENT aggregate amount of all such Indemnifiable Tax Losses exceeds the Tax Set-Off Amount. “Tax Set-Off Amount” shall mean the actual amount of any refund or its counsel credit received by the COMPANY Company in cash within eighteen (18) months after the Closing Date for Taxes with respect to a Tax period that ends on or before the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingClosing Date; provided, however, that such indemnity if the Company Working Capital at Closing does not exceed $1,787,000 then the Tax Set-Off Amount shall not inure to be reduced dollar for dollar by the benefit of PARENT, ACQUISITION CORP., amount by which the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS Company Working Capital at Closing is less than $1,787,000; provided, in writingfurther, corrected information to PARENT's counsel and to PARENT for inclusion in that if such calculation produces a number that is less than zero, then the final prospectus, and such information was not so included or properly deliveredTax Set-Off Amount shall be zero.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to Sections 9.7 and agree that they9.8, ----------------------------------- ------------ --- each Stockholder jointly and severally, will severally (with respect to the Company in which it formerly held an equity interest) agrees to indemnify, defenddefend and save the CenterPoint Indemnified Parties (hereinafter defined), protect forever harmless from and against, and to promptly pay to a CenterPoint Indemnified Party or reimburse a CenterPoint Indemnified Party for, any and all Losses (hereinafter defined) sustained or incurred by any CenterPoint Indemnified Party resulting from, arising out of, in connection with or otherwise by virtue of: (a) any misrepresentation or breach of a representation or warranty made by such Stockholder in Article V herein or in any certificate, --------- schedule, document, exhibit or other instrument delivered hereunder by such Stockholder or any action, demand or claim by any third party against or affecting any CenterPoint Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by such Company or such Stockholder to observe or perform any of their covenants and agreements set forth herein related to the period prior to the Closing period, except that the obligation of the Stockholders to indemnify, defend and hold harmless PARENT, ACQUISITION CORP., the COMPANY for any failure to observe or perform any covenant or agreement shall not be joint and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specificallyseveral, but without limitation, reasonable attorneys' fees such obligation shall be several only and expenses of investigationlimited to the several Stockholder(s) incurred by PARENT, ACQUISITION CORP., the COMPANY failing to observe or the Surviving Corporation as a result of perform such covenant or arising from agreement; (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iiic) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERSsuch Company, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in any preliminary prospectus relating to the IPO, the Registration Statement Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS such Company required to be stated therein or necessary to make the statements therein not misleading, and not provided to CenterPoint or its counsel by any Company; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation any CenterPoint Indemnified Party to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS (i) any Company provided, in writing, corrected information to PARENT's CenterPoint or its counsel and to PARENT for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included included, or properly delivered(ii) CenterPoint did not provide the Companies and their counsel with the information required to be provided pursuant to Section 8.2.2, and such information is the basis for the untrue statement ------------- or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.1(c); or -------------- (d) (i) any arrangements made by or on behalf of such Stockholder or such Company in connection with the Merger or the transactions contemplated by this Agreement with respect to brokerage, finders and other fees or commissions except as set forth in Section 8.3, (ii) any Loss relating to, ----------- resulting from, arising out of or otherwise by virtue of any matter which is or should be listed on Schedule 4.10 hereto and (iii) any payment with ------------- respect to Dissenting Shares.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Stockholders (other than ----------------------------------- Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx) (the Stockholders exclusive of Macalka and Xxxxx being referred to herein as the "Principal Stockholders") and their ---------------------- respective successors, executors, administrators, estates, heirs and permitted assigns agree that theysubsequent to the Closing, jointly and severallyseverally but not jointly, will indemnify, defend, protect to indemnify and hold harmless PARENTBuyer, ACQUISITION CORP.its subsidiaries and affiliates and their respective officers, directors, employees and agents (individually, a "Buyer Indemnified ----------------- Party" and collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, "Buyer Indemnified Parties") from and against and ----- ------------------------- in respect of all claimslosses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, fines, penalties, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys' fees disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by PARENTor made against any Buyer Indemnified Party (a "Loss" or "Losses") arising out of, ACQUISITION CORP.based upon or in connection with: ---- ------ (a) fraud, intentional misrepresentation or a deliberate or willful breach by the COMPANY Company or any Stockholder of any of their representations or warranties under this Agreement or in any Schedule, Exhibit or certificate delivered under or in connection with this Agreement; (b) conditions, circumstances or occurrences which constitute or result in any breach (other than a breach described in Section 10.2(a) above) of any representation or warranty made by the Surviving Corporation Company or any Stockholder in this Agreement or in any Schedule, Exhibit or certificate delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representation or warranty; (c) any liability of the Company or any Subsidiary for Taxes relating to periods ending on or prior to the Closing or arising from an event or transaction occurring prior to the Closing or as a result of the Closing, including, without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the Company or any Subsidiary, but excluding income Taxes for the Company's short tax year ending on the Closing Date (the "1998 Tax Year"), which is covered in Subsection (d) below; (d) any liability of the Company or any Subsidiary for income Taxes relating to the 1998 Tax Year, or arising from an event or transaction occurring during the 1998 Tax Year, including, without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the Company or any Subsidiary (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithcollectively, "1998 Tax Losses"); (iie) any breach of any covenant or agreement on made by the part of the STOCKHOLDERS Company or the COMPANY any Stockholder in this Agreement or in any Schedule, Exhibit or certificate delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; (iiif) any liability under of the 1933 ActCompany or any Subsidiary for environmental-related claims, violations of any Environmental Law or any activity relating to Hazardous Materials, in any such case which relate to or arise from activities on real property currently or formerly owned by the 1934 Act Charlotte Real Estate) which violation or other federal activity (i) occurred during the --------------------------------------------------- Company (including the Company's ownership of such real property or state (ii) ------------------------------------------------------------------------ occurred prior to such ownership and the Company had knowledge thereof; ----------------------------------------------------------------------- (g) any liability of the Company or any Subsidiary relating to any violation of any law or regulationregulation regarding wages, at common law hours or otherwiseovertime pay (including any liability to employees); (h) any liability of the Company or any Subsidiary with respect to or resulting from the litigation pending in U.S. District Court, arising out Middle District of Florida, case no. 96-715-CIV-T-23B as disclosed on Schedule 2.16; and ------------- (i) any liability of the Company or based upon any untrue statement Subsidiary for misuse, misapplication or alleged untrue statement improper handling, administration or management of a material fact relating market development or promotional funds or market development or promotional fund accounts, in each case which arises from an event or transaction occurring prior to the COMPANY or the STOCKHOLDERS, Closing. Claims under clauses (a) through (i) of this Section 10.2 are collectively referred to herein as "Buyer Indemnifiable Claims," and provided Losses in respect of -------------------------- such claims are collectively referred to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPherein as "Buyer Indemnifiable Losses., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered." --------------------------

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect Metropolitan agrees subsequent to the Closing to indemnify and hold Metcare, Wand and its subsidiaries and affiliates and persons serving as officers, directors, partners or employees of Metcare or Wand (individually a "Wand Indemnified Party" and collectively the "Wand Indemnified Parties@) harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, any damages, actionsliabilities, suitslosses, proceedingstaxes, demandsfines, assessmentspenalties, adjustmentscosts, costs and expenses (including specificallyincluding, but without limitation, reasonable attorneys' fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and expenses of including all amounts paid in investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY defense or the Surviving Corporation as a result of or arising from (i) any breach settlement of the representations and warranties foregoing) which may be sustained or suffered by any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, them arising out of or based upon any untrue statement of the following matters: (a) fraud, intentional misrepresentation or alleged untrue statement a deliberate or wilful breach by Metropolitan or Metcare of any of their representations, warranties or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant to this Agreement; (b) any other breach of any representation, warranty or covenant of Metropolitan or Metcare under this Agreement or in any certificate, schedule or exhibit delivered pursuant to this Agreement, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a material fact relating breach of those representations, warranties or covenants; and (c) except for any Matter form the Prior Period any liability of Metcare for Taxes arising from an event or transaction from March 10, 1997 to the COMPANY Closing or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case as a result of the STOCKHOLDERSClosing which have not been paid or provided for by Metcare, only if such statement was provided including without limitation, any increase in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating Taxes due to the COMPANY unavailability of any loss or deduction claimed by Metcare during such period. Notwithstanding the STOCKHOLDERS required provisions of Section 7.1, Metropolitan has no obligation whatsoever to be stated therein indemnify any party for any Matter whatsoever from the Prior Period or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure pertaining in any part to the benefit of PARENT, ACQUISITION CORPCaveat., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant After the Closing and agree that theysubject to the limits set forth in Section 8.5, each Stockholder, individually and not jointly and severally, will indemnify, defend, protect shall indemnify and hold harmless PARENTthe Buyer or the Company and each officer, ACQUISITION CORP.director and affiliate of the Buyer or the Company (collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, damagesliabilities, actionsdemands, charges, suits, proceedings, demands, assessments, adjustmentspenalties, costs and expenses (including specifically, but without limitation, court costs and reasonable attorneys' fees and expenses of investigationincurred in investigating and preparing for any litigation or proceeding) incurred by PARENT, ACQUISITION CORP.(collectively, the COMPANY "INDEMNIFIABLE COSTS"), which any of the Indemnified parties may sustain, or to which any of the Surviving Corporation as a result Indemnified Parties may be subjected, arising out of any misrepresentation, breach or default by such Stockholder of or arising from (i) under any breach of the representations and warranties its covenants, agreements or other provisions of the STOCKHOLDERS this Agreement or the COMPANY set forth herein or on the Schedules or certificates delivered any document executed by it in connection herewith, (ii) any breach exclusive of any agreement on representations and warranties relating to the part Company. After the Closing, the Stockholders, jointly and severally, shall indemnify and hold harmless the Buyer or the Company and each officer, director and affiliate of the STOCKHOLDERS Buyer or the COMPANY under this AgreementCompany (collectively, the "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTS", which any of the Indemnified Parties may sustain, or (iii) to which any liability under of the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwiseIndemnified Parties may be subjected, arising out of or based upon any untrue statement or alleged untrue statement breach of a material fact relating to representation and warranty regarding the COMPANY Company. Determination of whether the Company, on the one hand, or the STOCKHOLDERSBuyer, and provided on the other hand, is entitled to PARENT indemnification hereunder shall be made by such parties in light of the economic impact or its counsel loss caused by the COMPANY or matter which is the STOCKHOLDERS subject of the claim of indemnification. By way of example, a claim of indemnification for breaches of the representation made in Section 3.17 (but Taxes) would impact the Company so that the Company would be entitled to indemnification. A claim of indemnification based on a breach of Section 3.28 (No Liens on Shares) would affect the Buyer's investment in the case of Company directly (as opposed to derivatively), so that the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission Buyer would be entitled to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPindemnification., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) Subject to Sections 9.1(b) and 10.16 hereof and notwithstanding the Closing or the delivery of the Shares, the Stockholders indemnify and agree that they, jointly and severally, will indemnify, to fully defend, protect save and hold harmless PARENTon an after-tax basis UAG, ACQUISITION CORP.Sub, the COMPANY Companies (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Surviving Corporation at all times, from and Companies after the date of this Agreement until the applicable Expiration Closing Date) shall at any time or from time to time suffer any Costs arising, from and against all claimsdirectly or indirectly, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result out of or arising from resulting from, or shall pay or become obligated to pay any sum on account of, (i) any breach and all Events of the representations and warranties of the STOCKHOLDERS Breach (as defined below) or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, arises out of or relates to the conduct of the business of the Companies prior to the Closing Date (each a "Stockholders Third Party Claim"), provided that the foregoing provisions of this clause (ii) shall not apply to, and a Stockholders Third Party Claim shall not include, (A) any Tax liability for which the Stockholders are relieved from liability pursuant to Section 5.12(b) hereof, (B) any liability reflected or reserved against on the Company Balance Sheet or included or described in the Notes to the Company Financial Statements, (C) any liability reflected or reserved against on the Closing Date Balance Sheet, (D) any liability disclosed on Schedule 2.6 hereto, (E) any liability for any Claim disclosed on Schedule 2.9(a) hereto or (F) any liability for any Claims arising in the ordinary course of the business of any Company which, individually and in the aggregate, are not material to such Company. As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of any Stockholder or any of the Companies or the breach of any warranty of any Stockholder or any of the Companies contained in this Agreement or in any Schedule or Exhibit hereto and (ii) any failure of any Stockholder or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the STOCKHOLDERS Stockholders or the COMPANY Companies to be performed or observed pursuant to this Agreement. Subject to Sections 9.1(b) and 10.16, any indemnification to which any UAG Indemnified Party is entitled under this Agreement, Section 9.1(a) may be enforced against one or more Stockholders for any portion of such Costs. (iiib) any liability Indemnification under foregoing Section 9.1(a) is subject to the 1933 Act, following limitations: (i) No UAG Indemnified Party shall be entitled to indemnification unless written notice describing the 1934 Act or other federal or state law or regulation, at common law or otherwise, claim to indemnification as prescribed in Section 9.3 is given within the applicable Survival Period (as defined in Section 10.1 hereof). (ii) A claim for indemnification of Costs arising out of or based upon resulting from any untrue statement or alleged untrue statement breach of a material fact relating representation or warranty under this Agreement or in any Schedule or Exhibit hereto or arising out of any Stockholders Third Party Claim shall not be payable until, and shall only be payable to the COMPANY extent that, the aggregate amount of all such Costs incurred or the STOCKHOLDERS, and provided to PARENT or its counsel suffered by the COMPANY UAG Indemnified Parties exceeds Three Hundred Thousand Dollars ($300,000) (the "Threshold Amount"), provided that the UAG Indemnified Parties shall be entitled to indemnification without regard to the Threshold Amount for Costs arising out of or the STOCKHOLDERS resulting from a breach of Section 2.1(a) (but in the case Organization), Section 2.3 (Capitalization), Section 2.4(a) (Authority), Section 2.8 (Taxes), or Article 3 hereof or arising out of fraud by any of the STOCKHOLDERS, only if such statement was provided Stockholders. (iii) The aggregate indemnification obligation of all Stockholders for Costs arising out of or resulting from the breach of any representation or warranty under this Agreement or in writing) contained in the Registration Statement any Schedule or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, Exhibit hereto or arising out of or based upon resulting from any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity Stockholders Third Party Claim shall not inure exceed Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the "Cap"), provided that Costs arising out of or resulting from the breach of Section 2.1(a) (Organization), Section 2.3 (Capitalization), Section 2.4(a) (Authority), Section 2.8 (Taxes) or Article 3 hereof or arising out of fraud by the Stockholders shall not be subject to or counted against the benefit of PARENT, ACQUISITION CORPCap., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theySubject to the limitations set forth in Section 13.6 hereof, jointly and the Stockholders, severally, will shall indemnify, defend, protect and hold harmless PARENTABI, ACQUISITION CORP., the COMPANY and the Surviving Corporation at and each of the directors, officers, employees, agents, representatives and other Affiliates of ABI and/or Merger Sub (all timespersons entitled to indemnification under this Section 13.3 being hereinafter referred to as the "ABI Indemnified Parties", from and, together with the Stockholder Representatives, acting for and after on behalf of any or all of the date of this Agreement until Stockholders in their capacities as indemnified parties under Section 13.2 hereof, the applicable Expiration Date, "Section 13 Indemnified Parties") from and against any and all claimsDamages related to or arising, damagesdirectly or indirectly, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result out of or arising from in connection with (i) any breach by the Company of any representation, warranty, covenant, agreement, obligation, or undertaking made by the Company in this Agreement (including any schedule or exhibit hereto), or any other agreement, instrument, certificate, or other document delivered by or on behalf of the representations and warranties Company in connection with this Agreement, the Merger, or any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithother transactions contemplated hereby, (ii) any breach claim made by holders of any agreement on the part Dissenting Shares for an appraisal of the STOCKHOLDERS or value of such Dissenting Shares pursuant to, and in accordance with, the COMPANY under this Agreementprovisions of such Section 262 of the DGCL, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY claim made against ABI or the Surviving Corporation by any officer, director or employee of the Company seeking indemnification from ABI or the Surviving Corporation under the circumstances contemplated under Section 8.12 hereof, (iv) any exercise of any Company Options or Company Warrants other than the exercise of the Assumed Options and the Assumed Warrants in accordance with the provisions of Section 5.1 hereof (it being agreed to by the parties hereto that any exercise of any such Company Options or Company Warrants not assumed by ABI shall be deemed to have caused Damages to the extent ABI Indemnified Parties in an amount no less than the product obtained by multiplying the Series C-2 Price Per Share by the number of shares of Company Common Stock underlying any such exercised Company Option or Company Warrant) and (v) any failure of the Company to obtain a consent needed in order that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus the Company Material Contracts continue in full force and effect following the consummation of the Merger and the STOCKHOLDERS providedother transactions contemplated hereby, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in other than any consent required under those real estate leases specifically set forth on Schedule 6.3 of the final prospectus, and such information was not so included or properly deliveredCompany Disclosure Schedule.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyStockholders shall, jointly and severally, will indemnify, defend, protect defend and hold harmless PARENT, ACQUISITION CORP.the Buyer, the COMPANY Buyer's successors and assigns, the Surviving Corporation at all timesBuyer's officers, from directors and after the date of this Agreement until the applicable Expiration Dateagents (individually, an "INDEMNIFIED PERSON") from and against any all claims, damages, actionsawards, suitsjudgments, proceedingspayments, demandsall interest thereon, assessments, adjustments, all reasonable costs and expenses of investigating any claim, lawsuit or arbitration and any appeal therefrom, all actual reasonable attorney's fees incurred in connection therewith, and all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration (including specificallyindividually a "Loss" and collectively, but without limitation"Losses"), reasonable attorneys' fees and expenses of investigation) incurred absolute or contingent, sustained by PARENTan Indemnified Person by reason of, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from out of, (i) any the inaccuracy, untruth or breach of any representation or warranty made by the representations and warranties of Stockholders in this Agreement, the STOCKHOLDERS Disclosure Schedule hereto or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithEmployment Agreement, (ii) any the breach of any express, written covenant or agreement on contained in Section 5 or Section 9 hereof required to be performed or observed by the part of the STOCKHOLDERS or the COMPANY under this AgreementStockholders hereunder, or (iii) any liability under for taxes of the 1933 ActCompany described in Section 10 below, the 1934 Act or other federal or state law or regulation, at common law or otherwise, (iv) any liabilities arising out of or based upon related to the operation of the Company's business prior to the Closing Date, which liabilities are not set forth or adequately reserved against or otherwise disclosed on the Interim Balance Sheet or the footnotes thereto, including without limitation any untrue statement or alleged untrue statement of a material fact liabilities relating to the COMPANY Company's or the STOCKHOLDERSStockholders' prior dealings with present or former officers, directors or stockholders and provided (v) any and all claims made by any party to PARENT or its counsel the lawsuit filed by Rapid Power Technologies, Inc. against the COMPANY or the STOCKHOLDERS (but Company and certain other parties thereto, pending in the United States District Court for the District of Oregon (case of no. CV 97 407 AS), including any and all claims against the STOCKHOLDERS, only if such statement was provided Company made in writing) contained in the Registration Statement any other lawsuit or any prospectus forming a part thereof, or any amendment thereof or supplement proceeding relating thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they(a) Each Stockholder shall, jointly and severally, will indemnify, defend, protect save and hold harmless PARENTfrom and against, ACQUISITION CORP.and pay on behalf of and reimburse Buyer, the COMPANY Company, and each of their respective Affiliates, Subsidiaries, Related Persons, employees, agents, representatives, successors and assigns (the Surviving Corporation at “Buyer Indemnitees”) for, any and all timesLosses based upon, resulting from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from out of: (i) any the breach of any representation or warranty by any Stockholder or the representations and warranties Company contained in this Agreement (other than those set forth in ARTICLE III), any Schedule, the Company’s Secretary Certificate, as of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, Closing Date; (ii) any breach of any covenant or other agreement on the part of the STOCKHOLDERS by any Stockholder or the COMPANY under Company contained in this Agreement, Agreement or any Schedule; (iii) any liability under Sellers’ Expenses and any Indebtedness, in each case to the 1933 Actextent not included in the calculation of the Final Closing Cash Purchase Price; and (iv) all matters disclosed on Schedule 8.02(a)(iv); provided that (A) this Section 8.02 shall not apply with respect to any Loss relating to Taxes to the extent that indemnification payments for such Loss have been made pursuant to Section 7.01, and (B) for purposes of this Section 8.02, the 1934 Act representations and warranties contained in this Agreement, any Schedule, or other federal the Company’s Secretary Certificate shall be deemed to have been made without any qualifications as to materiality and, accordingly, all references herein and therein to “material,” “in all material respects” and similar qualifications as to materiality shall be deemed to be deleted therefrom (except where any such provision requires disclosure of lists of items of a material nature or state law or regulationabove a specified threshold). (b) Each Stockholder is solely responsible for and shall indemnify, at common law or otherwisedefend, save and hold harmless from and against, and pay on behalf of and reimburse as and when incurred the Buyer Indemnitees for, any and all Losses resulting from, arising out of of, or based upon incurred by any untrue statement Buyer Indemnitees in connection with, or alleged untrue statement of a material fact otherwise relating to the COMPANY breach by such Stockholder of any representation or warranty by such Stockholder contained in ARTICLE III of this Agreement as of the STOCKHOLDERSClosing Date. (c) The Stockholders shall not be liable for any Loss or Losses pursuant to Section 8.02(a)(i) or 8.02(b) (“Buyer Warranty Losses”) (other than with respect to Fundamental Representations and Extended Exposure Representations) (i) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $300,000 (the “Basket”), in which case the Stockholders, as applicable, shall be liable for all Buyer Warranty Losses in excess of the Basket, and provided (ii) to PARENT or its counsel by the COMPANY or extent that Buyer Warranty Losses exceed $7,000,000 (the STOCKHOLDERS (but “Cap”) in the case of the STOCKHOLDERSaggregate. The Stockholders shall not be liable for any Buyer Warranty Losses with respect to Extended Exposure Representations (other than representations and warranties set forth in Sections 4.16 and 4.17, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating which will be subject to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation Cap) and Fundamental Representations to the extent that such untrue statement (Buyer Warranty Losses exceed the Purchase Price. For the avoidance of doubt, the amount of all Losses paid by the Stockholders pursuant to this ARTICLE VIII shall be taken into account in determining whether each of the foregoing liability limits has been met. For example, if the Stockholders pay $500,000 in respect of a claim for breach of the representations and warranties set forth in Section 4.16 and 4.17, then the limit on the Stockholder’s liability hereunder for breaches of other Extended Exposure Representations and Fundamental Representations will be the difference between the Purchase Price and $500,000, subject to the immediately following sentence. Nothing contained in this Section 8.02(c) shall be deemed to limit or alleged untrue statement) was made inrestrict in any manner any rights or remedies which Buyer has, or omission might have, at Law, in equity or otherwise, based on fraud, intentional misrepresentation, or any Losses pursuant to Sections 7.01, 8.02(a)(ii), 8.02(a)(iii) or 8.02(a)(iv). (d) The parties acknowledge and agree that the Stockholders’ aggregate liability to the Buyer Indemnitees in respect of Buyer Warranty Losses based upon, resulting from or alleged omission) occurred inarising out of breaches of the representations and warranties set forth in Sections 4.16 and 4.17 and any other representations and warranties set forth in this Agreement relating to or concerning compliance with healthcare Laws (including, without limitation, any preliminary prospectus representations and warranties set forth in Section 4.19 that could be construed as relating to or concerning compliance with healthcare Laws) shall be limited to an amount equal to the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredCap.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the limits set forth in this Article 5, the Majority Stockholders and, if the transactions contemplated hereby are not consummated, the Company, and agree that they, their successors and assigns shall jointly and severally, will severally indemnify, defend, protect reimburse and hold harmless PARENTBuyer and its Affiliates and their successors and assigns, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all timesofficers, from directors, employees and after the date agents of this Agreement until the applicable Expiration Dateany of them, from and against any and all claims, losses, damages, actionsliabilities, suitsobligations, proceedingsassessments, penalties and interest, demands, assessmentsactions and expenses, adjustmentswhether direct or indirect, costs and expenses known or unknown, absolute or contingent (including specificallyincluding, but without limitation, reasonable attorneys' fees settlement costs and any legal, accounting and other expenses of investigationfor investigating or defending any actions or threatened actions) ("LOSSES") reasonably incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwisesuch indemnitee, arising out of or based upon in connection with any untrue statement of the following: (a) the ownership and operation of the Company before the Closing, provided that such Loss is not an obligation for payment of money in an amount reflected as a liability of the Company in the Interim Financial Statements or alleged untrue statement a trade payable incurred in the ordinary course of business since the date of the Interim Financial Statements; (b) any untruth or inaccuracy of any representation, warranty or certification made by the Company or the Stockholders in this Agreement or any other Transaction Document; (c) the breach of any covenant, agreement or obligation of the Company or the Stockholders contained in this Agreement or any other Transaction Document; (d) any claim by a material fact relating Minority Stockholder that he or she was not fully informed regarding the transactions contemplated hereby; or did not consent to, or is entitled to challenge, any action by the Stockholder Representative on his or her behalf; or was not treated fairly by the Majority Stockholders; and (e) any claim under the Q Plan or the E Plan of the Company or any assertion of rights by any person as holder of Q Shares or E Shares, and any cost to the COMPANY or Company of repurchasing the STOCKHOLDERS, Q Shares and provided to PARENT or its counsel by E Shares outstanding immediately after the COMPANY or the STOCKHOLDERS (but Closing in the case excess of the STOCKHOLDERSPurchase Price allocated to the holders thereof in part (b) of Schedule 1.3. In addition, only if the Minority Stockholders and their successors and assigns shall severally indemnify, defend, reimburse and hold harmless the Buyer Indemnitees from and against all Losses reasonably incurred by any such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereofBuyer Indemnitee, or any amendment thereof or supplement thereto, or arising out of or based upon in connection with any omission untruth or alleged omission to state therein a material fact relating to the COMPANY inaccuracy of any representation or warranty, or the STOCKHOLDERS required to be stated therein breach of any covenant, agreement or necessary to make the statements therein not misleading; provided, however, that obligation made by such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPMinority Stockholder in this Agreement or any other Transaction Document., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and Except as provided in ----------------------------------- Section 8.6, the Stockholders agree that they, to jointly and severally, will indemnify, defend, protect severally indemnify and hold ----------- harmless PARENTIconixx and the Company and each officer, ACQUISITION CORP.director, and Affiliate of Iconixx and the Company, including without limitation any successor of the Company or Iconixx or any of Iconixx's lenders as provided in Section 10.5 hereof (collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, ------------ "Indemnified Parties") from and against any and all damages, losses, claims, damagesliabilities, actionsdemands, charges, suits, proceedings, demands, assessments, adjustmentspenalties, costs and expenses (including specifically, but without limitation, court costs and reasonable attorneys' fees and expenses of investigationincurred in investigating and preparing for any litigation or proceeding) incurred by PARENT, ACQUISITION CORP.(collectively, the COMPANY or the Surviving Corporation as a result of or arising from (i) "Indemnifiable Costs"), which any breach of the representations and warranties Indemnified Parties may sustain, or to which any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwiseIndemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or based upon any untrue statement or alleged untrue statement of a material fact relating to default by the COMPANY Stockholders or the STOCKHOLDERS, and provided to PARENT Company of or its counsel by the COMPANY or the STOCKHOLDERS (but in the case under any of the STOCKHOLDERSrepresentations, only if such statement was provided in writing) contained in the Registration Statement covenants, agreements or other provisions of this Agreement or any prospectus forming a part thereof, agreement or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingdocument executed in connection herewith; provided, however, that such indemnity shall not inure Indemnifiable Costs for covenants with respect to the benefit Company shall be with respect to pre-Closing periods only; (B) any downward Net Working Capital Adjustment not paid to the Company pursuant to a reduction of PARENTthe Escrow Sum; (C) cost of any brokerage or other transaction fees liability, ACQUISITION CORP.if any, borne by the COMPANY Company and not by the Stockholders except as provided in Section 10.4 hereof; and (D) any customer claims involving pre- Closing services ------------ or products of the Surviving Corporation Company for breach of warranty, product liability or customer service remediation, including claims for consequential damages, to the extent that not reserved for in the Company's Financial Statements, but only to the extent such untrue statement (customer claims are a result of the Company's gross negligence, willful misconduct or alleged untrue statement) was made infraud. The liability of any individual Stockholder pursuant to this Section 8.1 shall be limited, for each claim or omission (or alleged omission) occurred inclaims, any preliminary prospectus to the amount of ----------- such claim multiplied by a fraction the numerator of which shall be the consideration received by such Stockholder as set forth on Exhibit B attached --------- hereto and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivereddenominator shall be $13,750,000.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Each Stockholder agrees, severally and agree that theynot jointly, jointly and severally, will indemnify, defend, protect to indemnify and hold harmless PARENT, ACQUISITION CORP.harmless, the COMPANY Company, its Affiliates, and their respective directors, officers, employees, stockholders and each Person who controls the Surviving Corporation at all timesCompany (within the meaning of the 0000 Xxx) against any losses, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses expense (including specifically, but without limitation, reasonable attorneys' ’ fees and disbursements and other expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithwith investigating, (iipreparing or defending any action, claim or proceeding, pending or threatened, and the costs of enforcement thereof) resulting from any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming omission of a part material fact required to be stated in any Registration Statement, any preliminary Prospectus or final Prospectus contained therein, or in any amendment or supplement thereof, or any Issuer Free Writing Prospectus, or any amendment thereof or supplement theretothereof, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, is contained in any preliminary prospectus and information regarding a Holder Indemnitee furnished in writing by a Holder Indemnitee to the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT Company specifically for inclusion in such Registration Statement, Prospectus, or amendment or supplement thereof, Issuer Free Writing Prospectus, or amendment or supplement thereof, or in the final prospectuscase of an occurrence of an Allowed Delay or an event of the type specified in Section 4(k), the use by such Holder Indemnitee of an outdated or defective Prospectus after such Holder Indemnitee has received actual notice from the Company that the Prospectus is outdated or defective and prior to the receipt by each Stockholder of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such information was not so included liability would have been corrected. The liability of any Stockholder pursuant to this paragraph shall in no event exceed the net proceeds received by such Stockholder from sales of Registrable Securities pursuant to such Registration Statement or properly deliveredProspectus or preliminary Prospectus or Issuer Free Writing Prospectus or amendment or supplement thereto.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which IVG or a Stockholder is participating, IVG or such Stockholder will furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by Law, IVG or such Stockholder (as the case may be) will severally and agree that theynot jointly indemnify and reimburse Parent and its employees, jointly advisors, agents, representatives, officers (who have signed the registration statement) and severallydirectors and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) against any and all losses, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actionsliabilities, suits, proceedings, demands, assessments, adjustments, costs judgments and expenses (including specifically, but without limitation, reasonable attorneys' ’ fees and expenses of investigationdisbursements, subject to Section 2.6(c)) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwisebased upon, arising out of of, related to or based upon resulting from any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement such registration statement, prospectus, or any such preliminary prospectus forming a part thereof, or any amendment thereof or supplement thereto, thereto or arising out of or based upon any omission or alleged omission to state therein of a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided, however, that misleading or any violation or alleged violation by IVG or such indemnity shall not inure to Stockholder (as the benefit case may be) of PARENT, ACQUISITION CORP.the Securities Act, the COMPANY Exchange Act or the Surviving Corporation any state securities Laws (including any rule or regulation promulgated thereunder), but only to the extent that such untrue statement (or alleged untrue statement) was made in, statement or omission (or alleged omissionomission or violation or alleged violation is contained in any information so furnished in writing by or on behalf of IVG or such Stockholder or its Stockholder Affiliate (as the case may be) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT specifically for inclusion in such registration statement; provided, that such liability will be limited to, the final prospectusnet amount received by IVG or such Stockholder from the sale of Parent Common Stock pursuant to such registration statement; provided, and however, that neither IVG or a Stockholder shall be liable in any such case to the extent that prior to the filing of any such registration statement (or amendment thereof) or prospectus or supplement thereto, IVG or such Stockholder has furnished in writing to Parent information was expressly for use in such registration statement (or any amendment thereof) or prospectus or supplement thereto which corrected or made not so included or properly deliveredmisleading information previously furnished to Parent.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyStockholders, jointly and severallyseverally on behalf of themselves and their respective successors, will indemnifyexecutors, defendadministrators, protect estates, heirs and permitted assigns, agree subsequent to the Effective Time to indemnify and hold harmless PARENTthe Parent, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all timesand their respective officers, from directors, employees and after agents (individually, a "Parent Indemnified Party" and collectively, the date of this Agreement until the applicable Expiration Date, "Parent Indemnified Parties") from and against and in respect of all claimslosses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, fines, penalties, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys' fees disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by PARENTor made against any Parent Indemnified Party (a "Loss" or "Losses"), ACQUISITION CORP., solely to the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach extent of the representations and warranties of the STOCKHOLDERS or the COMPANY limitations set forth herein in SECTION 12.2 below, arising out of, based upon or on the Schedules or certificates delivered in connection herewith, with: (iia) any breach of any agreement on representation or warranty made by the part of the STOCKHOLDERS Company or the COMPANY Stockholders in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement, or (iii) by reason of any liability under the 1933 Actclaim, the 1934 Act action or other federal proceeding asserted or state law or regulation, at common law or otherwise, instituted arising out of any matter or based upon thing covered by any untrue statement such representations or alleged untrue statement warranties (collectively, "Parent Representation and Warranty Claims"); (b) any breach of a material fact relating to the COMPANY any covenant or the STOCKHOLDERS, and provided to PARENT or its counsel agreement made by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement Company or any prospectus forming a part thereofStockholder in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement, or by reason of any amendment thereof claim, action or supplement thereto, proceeding asserted or instituted arising out of any matter or based upon thing covered by any omission such covenant or alleged omission agreement; or (c) with respect to state therein a material fact relating taxes of the Company incurred with respect to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation any Pre-Closing Tax Period (as defined below) to the extent such liability exceeds the amounts accrued therefor and disclosed to the Parent in SCHEDULE 3.7 hereto (it being understood that such untrue statement (Schedule shall be updated as of the Closing to reflect tax accruals as of such date consistent with the Company's past practices); the term "Pre-Closing Tax Period" shall mean all taxable periods ending on or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus before the Closing Date and the STOCKHOLDERS provided, portion (ending on the Closing Date) of any taxable period that includes (but does not end on) the Closing Date. Claims under clauses (a) through (c) of this SECTION 12.1 are hereinafter collectively referred to as "Parent Indemnifiable Claims". The rights of Parent Indemnified Parties to recover indemnification in writing, corrected information respect of any occurrence referred to PARENT's counsel in clauses (b) and (c) of this SECTION 12.1 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredclause (a) of this SECTION 12.1.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, Stockholders jointly and severally, will indemnifysubject to the last sentence of Section 9.6, defend, protect agree subsequent to the Closing to indemnify and hold harmless PARENT, ACQUISITION CORP.the Company, the COMPANY Subsidiaries, Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees of any of the Surviving Corporation at all times, from foregoing (individually a "Buyer Indemnified Party" and after collectively the date of this Agreement until the applicable Expiration Date, "Buyer Indemnified Parties") harmless from and against all claims, any damages, actionsliabilities, suitslosses, proceedingstaxes, demandsfines, assessmentspenalties, adjustmentscosts, costs and expenses (including specificallyincluding, but without limitation, reasonable attorneys' fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and expenses of including all amounts paid in investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY defense or the Surviving Corporation as a result of or arising from (i) any breach settlement of the representations and warranties foregoing) which may be sustained or suffered by any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, them arising out of or based upon any untrue statement of the following matters: (a) fraud, intentional misrepresentation or alleged untrue statement of a material fact relating to the COMPANY deliberate or the STOCKHOLDERS, and provided to PARENT or its counsel wilful breach by the COMPANY Company or the STOCKHOLDERS any Stockholder of any of their representations, warranties, agreements or covenants under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto; (but in the case b) any other breach of any representation or warranty of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement Company or any prospectus forming a part thereofStockholder under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any amendment thereof claim, action or supplement thereto, proceeding asserted or instituted arising out of any matter or based upon thing constituting a breach of such representations or warranties; (c) any omission other breach of any agreement or alleged omission to state therein covenant of the Company or any Stockholder under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asset or instituted arising out of any matter or thing constituting a material fact relating breach of any such agreement or covenant; (d) any liability of the Company or any Subsidiary for Taxes arising from an event or transaction prior to the COMPANY Closing or as a result of the STOCKHOLDERS required to be stated therein Closing which have not been paid or necessary to make provided for or adequately reserved against by the statements therein not misleading; providedCompany or a Subsidiary, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.including the

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) From and agree that theyafter the Closing Date (but subject to Section 9.1(a)), the Stockholders, jointly and severally, will indemnify, defend, protect and shall hold harmless PARENT, ACQUISITION CORP., and indemnify each of the COMPANY and the Surviving Corporation at all times, Indemnitees from and after against, and shall compensate and reimburse each of the date Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (ii) any inaccuracy in or breach of any representation or warranty set forth in Section 2 as if such representation and warranty had been made on and as of the Closing Date (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing to the extent that Parent would be entitled to terminate this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from such update) (i) it being understood that if the Company and the Stockholders acknowledge in writing that any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY matter set forth herein or on an update to the Schedules or certificates delivered Disclosure Schedule would entitle Parent to terminate this Agreement without any liability and Parent determines to consummate the Merger in connection herewithany event, Parent may not bring a claim for indemnification against the Stockholders after the Closing with respect to such matter); (iiiii) any breach of any agreement on the part covenant or obligation of either of the STOCKHOLDERS Acquired Corporations or any of the COMPANY under this Agreement, Stockholders (including the covenants set forth in Sections 4 and 5); or (iiiiv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact Legal Proceeding relating to the COMPANY any inaccuracy or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case breach of the STOCKHOLDERS, only if such statement was provided type referred to in writing) contained in the Registration Statement clause "(i)," "(ii)" or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered."

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., (a) Subject to the COMPANY and the Surviving Corporation at all timeslimitations set forth herein, from and after the date Closing, the Stockholders shall indemnify and defend the Buyer and the Surviving Corporation, and each of this Agreement until the applicable Expiration Datetheir respective Affiliates, from stockholders, members, managers, officers, directors and against all claimsemployees (“Buyer Indemnitees”) against, damagesand shall hold such Buyer Indemnitees harmless from, actionsany loss, suitsliability, proceedingsclaim, demandsdemand, assessmentssettlement, adjustmentsjudgment, costs and expenses award, fine, charge, action, suit, proceeding, assessed interest, penalty, damage, Tax or expense of any nature (including specificallycollectively, but without limitation“Losses”) resulting from, reasonable attorneys' fees and expenses of investigation) arising out of, or incurred by PARENTsuch Buyer Indemnitees in connection with, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from otherwise with respect to: (i) any breach of the representations any representation and warranties warranty of the STOCKHOLDERS Company or the COMPANY set forth herein or on Stockholders contained Article IV and Article V of this Agreement and in the Schedules or certificates delivered in connection herewith, Company Compliance Certificate; (ii) any breach of any covenant or agreement on the part of the STOCKHOLDERS Company or the COMPANY under Stockholders contained in this Agreement, or ; (iii) any liability fees, penalties or interest that arise from or as a result of (A) the Company’s failure to file any Tax Return, taking into account any extensions, due from the Balance Sheet Date to the Closing Date or (B) the Company’s failure to pay any Taxes reflected on such Tax Returns, except to the extent the payment of such Taxes is being contested in good faith with the appropriate taxing authority; (iv) all reasonable expenses incurred in liquidating the real estate investment in the Ruppshirt’s 401(k) plan and terminating the plan (including obtaining a favorable determination letter from the IRS on plan termination) and, to the extent required, obtaining relief from the IRS or Department of Labor to correct any adverse affect such investment had on the plan’s qualified status under Code Section 401(a) and defending any claims brought by participants or the 1933 ActDepartment of Labor relating to such investment; (v) the amount of any Transaction Costs outstanding at the Closing and not set forth on the Transaction Costs Certificate; (vi) the amount of any Material Indebtedness of the Company and its Subsidiaries outstanding at Closing and not set forth on the Material Indebtedness Certificate; (vii) any Pre-Closing Taxes imposed on or incurred by the Company or any of its Subsidiaries that were not accrued for on the Balance Sheet; (viii) any Third Party Claim commenced within [**] of the Closing Date without prior threat or other enforcement or similar action by Buyer, pursuant to which [**]; and (ix) any Actions, demands or assessments incidental to any of the matters set forth in clauses (i) through (viii) above (including any proceeding commenced by a Buyer Indemnitee for the purpose of enforcing its rights under this Article XI). (b) The Stockholders shall not be liable for any Loss or Losses to which any Buyer Indemnitee is entitled hereunder (i) under Section 11.2(a)(i), Section 11.2(a)(viii) or any Losses under Section 11.2(a)(ix) relating to Losses under Sections 11.2(a)(i) and 11.2(a)(viii) (except for claims under Section 11.2(a)(i) relating to breaches of the Excluded Representations), (1) unless the claim for such Loss or Losses is brought within the Survival Period, and (2) unless and until the aggregate amount of all Losses incurred by the Buyer Indemnitees exceeds $[**], after which time the Stockholders shall be liable to the Buyer Indemnitees for all Losses [**] and (ii) under Section 11.2(a)(iv) or any Losses under Section 11.2(ix) relating to Losses under Section 11.2(a)(iv) unless and until the aggregate amount of all such Losses incurred by the Buyer Indemnitees exceeds $[**], after which time the Stockholders shall be liable to the Buyer Indemnitees for all Losses [**]. For purposes of the Stockholders’ indemnification obligations under Section 11.2(a)(i), materiality qualifiers in the applicable representations and warranties (including, without limitation, the 1934 Act terms “material”, “in all material respects” and “Company Material Adverse Effect”) shall be disregarded. (c) BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, (I) WITH RESPECT TO THE COMPANY AND ITS SUBSIDIARIES, THEIR RESPECTIVE ASSETS AND LIABILITIES, THE TRANSACTIONS CONTEMPLATED HEREBY OR (II) AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY AND ITS SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO BUYER AND ITS REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) Subject to the last two sentences of this Section 11.2(d), in no event shall the Stockholders be obligated to indemnify the Buyer Indemnitees (i) under Section 11.2(a)(i) or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact under Section 11.2(a)(ix) relating to Losses incurred under Section 11.2(a)(i) from any source other than the COMPANY [**], in each case other than with respect to [**], (ii) under Section 11.2(a)(i) for a breach of [**] or under Section 11.2(a)(viii) or under Section 11.2(a)(ix) relating to Losses incurred under Section 11.2(a)(i) for a breach of [**] or under Section 11.2(a)(viii), in any amount, together with all amounts paid to Buyer Indemnitees from the STOCKHOLDERSEscrow Shares and the Escrow Funds, in excess of [**] and [**] on the Closing Date even if [**], and provided (iii) under Section 11.2(a)(i), solely with respect to PARENT [**], and under Section 11.2(a)(ii)-(vii) and under Section 11.2(a)(ix) with respect to Losses incurred [**] or its counsel by under Section 11.2(a)(i) for a breach of [**], in any amount in excess of [**]. The Stockholders’ obligations to indemnify the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission Buyer Indemnitees pursuant to state therein a material fact relating this Agreement shall be [**]to the COMPANY or the STOCKHOLDERS required to extent of [**] and otherwise each Stockholder shall be stated therein or necessary to make the statements therein not misleading[**]; provided, however, that such indemnity notwithstanding anything else herein to the contrary, no Stockholder shall be obligated to indemnify the Buyer Indemnitees in excess of [**]. Nothing in this Section 11.2(d) shall limit any remedy the Buyer Indemnitees may have against any Person for [***]. Notwithstanding any provision of this Agreement to the contrary, in no event shall any Stockholder be obligated to indemnify the Buyer Indemnitees, or otherwise be liable, for any breach by any other Stockholder of any covenant set forth in [**]. (e) Notwithstanding any provision of Sections 11.1 or 11.2 to the contrary, the Stockholders shall not inure be obligated to indemnify the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation Buyer Indemnitees for (i) any Taxes to the extent that such untrue statement [**] or (ii) to the extent [**]. (f) The Parties acknowledge and agree that, except in the case of [**], from and after the Closing, their sole and exclusive remedy with respect to any and all matters arising out of, relating to or alleged untrue statement) was made inconnected with this Agreement, or omission (or alleged omission) occurred in, any preliminary prospectus the Company and its Subsidiaries and their respective assets and liabilities and the STOCKHOLDERS providedMerger shall be pursuant to the indemnification set forth in Articles VIII and XI. (g) Notwithstanding any provision of this Agreement to the contrary, in writing, corrected information Xxxx Xxxxxxxx shall not be considered a Stockholder for purposes of this Section 11.2 and shall have no obligation to PARENT's counsel and any Buyer Indemnitee pursuant to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredthis Section 11.2.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, each seller of such Restricted Stock thereunder, severally and agree that they, jointly and severallynot jointly, will indemnify, defend, protect indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.each person, if any, who controls the COMPANY Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the Surviving Corporation at all timesmeaning of the Securities Act, from and after the date of this Agreement until the applicable Expiration Date, from and against all losses, claims, damagesdamages or liabilities, actionsjoint or several, suitsto which the Company or such officer, proceedingsdirector, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY underwriter or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability controlling person may become subject under the 1933 Act, the 1934 Securities Act or other federal or state law or regulation, at common law or otherwise, arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary prospectus forming a part thereofor final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that (i) such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement) was made in, statement or omission (or alleged omission) occurred inomission made in reliance upon and in conformity with information pertaining to such seller, any preliminary as such, furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus and (ii) the STOCKHOLDERS providedliability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in writing, corrected information any event to PARENT's counsel and to PARENT for inclusion in exceed the final prospectus, and net proceeds received by such information was not so included or properly deliveredseller from the sale of Restricted Stock covered by such registration statement.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the terms and agree that theyconditions of this Article V and except as set forth in this Section 5.02, the Stockholders shall jointly and severallyseverally indemnify Higher One, will indemnifythe Company, defendand each of their respective Affiliates, protect officers, directors, employees, Service Providers, agents and stockholders (collectively, the “Higher One Indemnified Parties”) and hold them harmless PARENTagainst any claim, ACQUISITION CORP.loss, liability, deficiency, damage, amount paid in settlement, expense or cost (including reasonable costs of investigation, defense and legal fees and expenses) (collectively, “Losses”), whether or not actually incurred or paid prior to the COMPANY and expiration of the Surviving Corporation at all timesindemnification obligation of the Stockholders hereunder, from and after so long as a Higher One Indemnified Party has in good faith made a claim for indemnification in accordance with Section 5.04 prior to the date expiration of this Agreement until the applicable Expiration Datesurvival period under Section 5.01, from and against all claimswhich the Higher One Indemnified Parties may suffer, damagessustain or become subject to, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of any the following: (a) any misrepresentation in any of the representations or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS Stockholders contained in Article II of this Agreement, the Stockholder Disclosure Schedule or any closing certificate delivered by the Stockholders or the COMPANY set forth herein Company pursuant to this Agreement (solely for purposes of determining the amount of any Losses no effect will be given to any qualifications as to materiality, Material Adverse Effect or similar qualifications contained in such representations and warranties); (b) any breach of, or failure to perform, any agreement or covenant of the Stockholders contained in this Agreement; (c) any Pre-Closing Taxes not reflected on the Schedules Latest Balance Sheet and/or the failure of the Company to be properly registered as a business entity in any U.S. taxing jurisdiction in which it was required by Law to be registered as of or certificates delivered prior to the Closing; (d) the Healthcare Business Transfer or the conduct of the Healthcare Business prior to the Closing; or (e) any items listed on Schedule 5.02(e) attached hereto. Notwithstanding anything to the contrary contained herein, the Stockholders shall severally (in connection herewithproportion to the number of Shares sold by each) and not jointly indemnify the Higher One Indemnified Parties (i) to the extent the Higher One Indemnified Parties are entitled pursuant to Article V to an amount of indemnification in excess of the Cap, for any such Losses in excess of the Cap, and (ii) for any Losses pursuant to Section 5.02(a) to the extent such Losses relate to any misrepresentation in any of the representations or any breach of the warranties of the Stockholders contained in Sections 2.02 and 2.03, in which case the Stockholder giving any agreement such misrepresentation or responsible for any such breach shall be liable for such Losses. For the avoidance of doubt, the Stockholders shall have no liability related to the effect of the Closing on the part availability of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) Company’s net operating losses for any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement taxable period (or alleged untrue statementportion thereof) was made in, commencing on or omission (or alleged omission) occurred in, any preliminary prospectus and after the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredClosing.

Indemnification by the Stockholders. The STOCKHOLDERS covenant To the extent permitted by law, each selling Stockholder, severally and agree that they, jointly and severallynot jointly, will indemnify, defend, protect indemnify and hold harmless PARENTParent, ACQUISITION CORP.each of its directors, each of its officers who has signed the COMPANY Registration Statement, each person, if any, who controls Parent within the meaning of the Securities Act, any underwriter, any other Stockholder selling securities pursuant to the Registration Statement and the Surviving Corporation at all timesany controlling person of any such underwriter or other Stockholder, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses or liabilities (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationjoint or several) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) to which any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithforegoing persons may become subject, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Securities Act, the 1934 Exchange Act or other federal or state law law, insofar as, and only to the extent that, such losses, claims, damages, or regulation, at common law liabilities (or otherwise, arising actions in respect thereto) arise out of or are based upon any untrue statement or alleged untrue statement Violation (which includes without limitation the failure of a material fact relating the Stockholder to comply with the prospectus delivery requirements under the Securities Act, and the failure of the Stockholder to deliver the most current prospectus provided by Parent prior to the COMPANY or date of such sale), in each case to the STOCKHOLDERS, extent (and provided only to PARENT or its counsel the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained Stockholder expressly for use in the Registration Statement or any such Violation is caused by the Stockholder's failure to deliver to the purchaser of the Stockholder's Registrable Shares a prospectus forming a part thereof, (or any amendment thereof or supplement thereto) that had been made available to the Stockholder by Parent prior to the date of the sale; and each such Stockholder will pay any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 5.2 in connection with investigating or defending any such loss, claim, damage, liability, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingaction; provided, however, that such the indemnity agreement contained in this Section 5.2 shall not inure apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Stockholder, which consent shall not be unreasonably withheld. The aggregate indemnification and contribution liability of each Stockholder under this Section 5.2 shall not exceed the net proceeds received by such Stockholder in connection with sale of shares pursuant to the benefit of PARENT, ACQUISITION CORPRegistration Statement., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the limitations in Sections 8.5 and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP.8.6 hereof, the COMPANY and Megan Stockholders shall indemnify AVANT, the Surviving Corporation at and each of their officers, directors, employees, agents, and each person, if any, who controls or may control AVANT within the meaning of the Securities Act (each an "AVANT Indemnified Party" and collectively, the "AVANT Indemnified Parties") in respect of, and hold them harmless against, any and all timesdebts, from obligations and after the date of this Agreement until the applicable Expiration Dateother liabilities (whether absolute, from and against all claimsaccrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, actionsfines, suitsfees, proceedingspenalties, demandsinterest obligations, assessmentsdeficiencies, adjustments, costs losses and expenses (including specificallywithout limitation amounts paid in settlement, but without limitationinterest, reasonable attorneys' court costs, costs of investigators, fees and expenses of investigationattorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by PARENTany of the foregoing parties: (a) resulting from, ACQUISITION CORP.relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of Megan contained in this Agreement or the Megan Officer's Certificate (as hereinafter defined); (b) based upon, arising out of, in connection with or by reason of any of the intellectual property matters set forth on SCHEDULE C hereto related to either the Assignment and Conditional Grantback License between A/W Company and Megan dated November 1, 1992 assigning A/W Company's rights in the License Agreement between Washington University and A/W Company dated November 1, 1992, or the License and Right of First Refusal, effective November 1, 1992, between A/W Company and Washington University, or the Assignment and Conditional Grantback License dated May 28, 1993 between A/W Company and Megan (collectively, as amended, the COMPANY "Washington University IP Agreements"), regardless of whether or not the Surviving Corporation as relevant occurrence constitutes a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part representation or warranty of the STOCKHOLDERS or the COMPANY under this AgreementMegan herein, or including without limitation Section 5.16; or (iiic) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwisebased upon, arising out of, in connection with or by reason of or based upon any untrue statement or alleged untrue statement of a material fact relating the matters set forth on SCHEDULE D hereto related to the COMPANY Regulated Antigen Delivery System ("RADS") invention, regardless of whether or not the STOCKHOLDERSrelevant occurrence constitutes a breach of any representation or warranty of Megan herein, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPincluding without limitation Section 5.16., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., (a) Subject to the COMPANY and the Surviving Corporation at all timeslimitations set forth in this Article X, from and after the date Effective Time by virtue of this Agreement until the applicable Expiration DateMerger, each Merger Stockholder, severally and not jointly, shall hold harmless and indemnify each of the Parent Indemnitees from and against all claimsagainst, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees shall compensate and expenses reimburse each of investigation) the Parent Indemnitees for such Stockholder’s Pro Rata Share of any Damages which are suffered or incurred by PARENT, ACQUISITION CORP., any of the COMPANY Parent Indemnitees or to which any of the Surviving Corporation Parent Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of or arising from are connected with: (i) any misrepresentation in, inaccuracy in or breach of the representations and warranties any representation or warranty of the STOCKHOLDERS or the COMPANY Company set forth herein in this Agreement or on the Schedules in any agreement, certificate or certificates delivered instrument furnished or to be furnished to Parent pursuant hereto or in connection herewith, with the transactions contemplated hereby; (ii) any breach of any agreement on the part covenant or obligation of the STOCKHOLDERS Company set forth in this Agreement or in any agreement, certificate or instrument furnished or to be furnished to Parent pursuant hereto or in connection with the COMPANY under this Agreement, or transactions contemplated hereby; (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of acts or based omissions occurring prior to the Effective Time relating to any actual or alleged overpayment due to adjustments made after the Effective Time to the cost reports filed by or on behalf of the Company or any Company Subsidiary with respect to periods on or prior to the Closing Date (determined on an aggregate basis after first netting any applicable reserves for such liability set forth as a current liability in Actual Net Working Capital); (iv) any liability arising out of acts or omissions occurring prior to the Effective Time relating to (A) any failure to comply with Legal Requirements related to governmental third party payor programs, including compliance with all Medicare and/or Medicaid Legal Requirements, (B) any failure to comply with payment policies related to non-governmental third party payor programs, (C) any actual or alleged overpayment by any third party payor other than due to adjustments made to the cost reports filed by or on behalf of the Company or any Company Subsidiary on or prior to the Closing Date, and (D) any failure to comply with state health care Legal Requirements, including state facility and professional licensure and certificate of need Legal Requirements; (v) any and all liabilities or obligations of the Company to the extent arising from events or circumstances, or relating to acts or omissions, which occur prior to the Effective Time and that are normally covered by any commercial general liability, automobile, workers’ compensation, property and casualty, professional malpractice, employer liability, health benefit or other insurance policy or are covered by any self-insurance retention of the Company, other than any liabilities or obligations to the extent reflected as a liability in Actual Net Working Capital; (vi) any Indebtedness or Transaction Fees and Expenses to the extent such Indebtedness or Transaction Fees and Expenses exceed the amounts thereof used to calculate the Closing Date Cash Amount pursuant to Section 2.5(c); (vii) any liability for excess parachute payments by the Company or any Company Subsidiary under Section 280G of the Code payable as a result of or in connection with transactions contemplated hereby; (viii) any liability for severance obligations and related costs paid to any officer or employee of the Company or any Company Subsidiary upon termination after the Closing by such officer or employee of such officer’s or employee’s employment pursuant to agreements in effect prior to the Closing; (ix) any liability arising from a Qui Tam suit or from any investigation commenced by a Governmental Body (arising out of any acts or omissions of the Company or the Company Subsidiaries prior to Closing); (x) any liability arising from any Legal Proceeding initiated prior to the Effective Time that is not covered by insurance; ( xi) any Legal Proceeding initiated by a Stockholder or Stockholders (A) seeking appraisal pursuant to Section 2.9 to the extent that such Damages (including any costs or expenses incurred by Parent or the Company in connection with such Legal Proceeding) exceed the applicable portion of the Merger Consideration that would have been payable to such Stockholder or Stockholders or (B) challenging the Merger or the actions of the Board of Directors of the Company in approving the Merger; (xii) any Post-Closing Decrease Amount to the extent such amount exceeds the Merger Consideration Escrow Funds; (xiii) any liability arising from any Legal Proceeding brought by any Stockholder relating to any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Information Statement (other than any statement provided in writing by Parent to the Company specifically for inclusion therein) or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein therein, in light of the circumstance under which they were made, not misleading; providedor (xiv) enforcement by any Parent Indemnitee of any of its indemnification rights under this Agreement. (b) Each of the Company and the Merger Stockholders acknowledges and agrees that if the Company or any Company Subsidiary suffers, howeverincurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, that warranty, covenant or obligation, then (without limiting any of the rights of the Company as a Parent Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Company, to have incurred Damages as a result of and in connection with such indemnity inaccuracy or breach. (c) Any amount of Damages required to be indemnified pursuant to this Section 10.2 shall not inure to the benefit of PARENTbe deemed, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made inpermitted by law, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion an adjustment in the final prospectus, and such information was not so included or properly deliveredMerger Consideration.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Stockholders undertake - which is not accompanied by joint and agree that theyseveral liability, except in the case of Mr. Christian Boutmy and Mrs. Simone Boutmy, who shall be jointly and severallyxxxxxxxxx xxx xxxxxxsibly xxxxxx xxx xxx entire amount due by the Stockholders - to indemnify Xomed (the "INDEMNIFICATION") or any of its Subsidiaries (including, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP.upon execution of this Agreement, the COMPANY Company) and, if need be, their respective directors, officers, employees and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses agents (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP.collectively, the COMPANY or "XOMED INDEMNITEE"), for the Surviving Corporation as a result of or arising from entire amount of: (i) any breach and all increase in liabilities or decrease in assets of the representations Company based on or arising out of an event or circumstance occurring or existing prior to November 30, 1998 and warranties of which has not been addressed or allowed for, or has been insufficiently addressed or allowed for, in the STOCKHOLDERS Final Balance Sheet, and all loss, damage, tax consequence, claim or expenditure, including but not limited to procedural costs and reasonable attorneys' fees, resulting directly or indirectly from said event, circumstance or occurrence, incurred by the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, Xomed Indemnitee; (ii) any breach and all losses borne or incurred by the Xomed Indemnitee, including fines, indemnities and interest on late payments, of any agreement on nature, deriving from any request or reassessment concerning tax (general or specific), customs, social security and, more generally, of a governmental or regulatory nature, covering any date prior to the part of the STOCKHOLDERS or the COMPANY under this Agreementdate hereof and not provided for, or insufficiently provided for, in the Final Balance Sheet; and (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating all financial consequences to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or Xomed Indemnitee for any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made inbreach of, or omission (or alleged omission) occurred inaccuracy in, any preliminary prospectus of the representations, warranties and the STOCKHOLDERS provided, covenants made in writing, corrected information this Agreement and not addressed by paragraphs (i) to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered(ii) hereinabove.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyStockholders agree, jointly and severallyon a several but not joint basis, will indemnify, defend, protect to indemnify and hold harmless PARENTParent and its officers, ACQUISITION CORP.directors, the COMPANY and affiliates, including the Surviving Corporation at all times(the “Parent Indemnified Parties”), from and after the date of this Agreement until the applicable Expiration Date, from and harmless against all claims, losses, liabilities, damages, actionsTaxes, suitsdeficiencies, proceedingscosts and expenses, demandsincluding reasonable accounting and auditors’ fees, assessmentsattorneys’ fees and expenses of investigation and defense, adjustmentsinterest, fines and penalties (hereinafter individually a “Loss” and collectively “Losses”) paid, incurred or sustained by the Parent Indemnified Parties, or any of them (including the Surviving Corporation), directly or indirectly, as a result of, with respect to or in connection with: (a) any breach or inaccuracy of (i) any Fundamental Representation or (ii) any other representation or warranty of the Company contained in this Agreement, the Related Agreements or in any certificate or other instruments delivered by or on behalf of the Company pursuant to this Agreement or the Related Agreements; (b) any failure by the Company to perform, fulfill or comply with any covenant or obligation applicable to it contained in this Agreement, the Related Agreements or in any certificate or other instruments delivered pursuant to this Agreement or the Related Agreements; (c) any Fraud with respect to any representation, warranty or covenant of the Company contained in this Agreement, the Related Agreements or in any certificate or other instruments delivered by or on behalf of the Company pursuant to this Agreement or the Related Agreements; (d) any Dissenting Share Payments any other Losses paid, incurred, suffered or sustained in respect of any Dissenting Shares, including all attorneys’ and consultants’ fees, costs and expenses (and including specificallyany such fees, but without limitation, reasonable attorneys' fees costs and expenses incurred in connection with investigating, defending against or settling any action in respect of investigationDissenting Shares; (e) incurred by PARENTPre-Closing Taxes, ACQUISITION CORP., except to the COMPANY or the Surviving Corporation extent reflected as a result liability in the calculation of or arising the Merger Consideration, as finally determined; (f) any inaccuracies in the Payment Schedule; (g) any and all Company Debt, to the extent such Company Debt exceeds the amount of Company Debt deducted from the Merger Consideration pursuant to Article II (“Excess Company Debt”); (h) any and all Transaction Expenses, to the extent such Transaction Expenses exceeds the amount of Transaction Expenses deducted from the Merger Consideration pursuant to Article II; (i) any breach regardless of the representations disclosure of any matter set forth in the Disclosure Letters, any and warranties all claims (i) by any securityholder of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact Company relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of the transactions contemplated hereby, including the allocation of any portion of the Merger Consideration or alleging 60 breach of fiduciary duties or (ii) by any Person asserting, alleging or seeking to assert any right with respect to equity interests of the Company (including any rights convertible into, or exchangeable for, equity interests thereof), including any claim asserted, based upon or related to (1) the ownership or rights to ownership of any omission equity interests of Company (including any rights convertible into, or alleged omission exchangeable for, equity interests thereof), (2) any rights of a securityholder of the Company including any rights to state therein a material fact relating securities, preemptive rights, rights to notice or to vote securities, (3) any rights under the COMPANY or Charter Documents and (4) any claim that any Person’s equity securities were wrongfully repurchased by the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingCompany; provided, however, that such indemnity The Stockholders shall not inure to the benefit have any right of PARENTcontribution, ACQUISITION CORP., the COMPANY indemnification or advancement from the Surviving Corporation or Parent with respect to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredLoss claimed by a Parent Indemnified Party.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyExcept as otherwise limited by this Article VII, the Stockholders shall jointly and severally, will severally indemnify, defend, protect defend and hold harmless PARENTPGI and its officers, ACQUISITION CORP.directors, employees, agents, successors and assigns from and against any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) actually suffered or incurred by them (hereinafter a "PGI Loss") arising out of or resulting from any of the following: (a) the breach of any representation or warranty by ASM or the Stockholders contained herein or in any document delivered hereunder at the Closing, except as covered by Section 7.2(e) hereof; (b) the breach of any covenant or agreement by ASM or the Stockholders contained herein or in any document delivered hereunder at the Closing, except as covered by Section 7.2(e) hereof; (c) any liabilities of ASM of any nature, whether accrued, absolute, contingent or otherwise, which existed as of the Closing Date, or arose out of the conduct of the Business, the COMPANY ownership or use of the property, or the existence or occurrence of any events, condition or set of facts, at or prior to the Closing Date, and which (i) were not reflected on the Most Recent Balance Sheet, (ii) were not otherwise disclosed on the Disclosure Schedule (other than through the disclosure of general possibilities of liabilities on certain Disclosure Schedules or the disclosure of claims or potential claims on Schedule 2.17) or (iii) did not arise from events occurring following the date hereof which were either permitted pursuant to Section 4.3(b) hereof or occurred in the ordinary course of business; (d) any investigation, suit, action or other proceeding by or before any court or governmental or regulatory agency which seeks to restrain, modify, prohibit or revoke, or seeks damages or other relief in connection with, the consummation of this transaction; (e) a breach of the representation set forth in Section 2.14(b)(i) and (ii) with respect to the 1997 Hall Contracts, provided that recourse for any such breach is limited as set forth in Section 7.5(a) hereof (a "Hall Contract Loss"); (f) without limitation, a breach of the representation set forth in Section 2.14(b)(i) and (ii) with respect to letters of intent or other understandings relating to hall contracts for 1997 shows in the cities and venues listed on Section 7.2(f) of the Disclosure Schedule hereto (the "1997 -------------- Hall Arrangements") as though such 1997 Hall Arrangements had been included as 1997 Hall Contracts on Schedule 2.14. Notwithstanding anything in this Agreement to the contrary, ASM and the Surviving Corporation at all timesStockholders shall be required to update the Disclosure Schedule during the period between the execution of this Agreement and the date 5 days prior to the Closing Date (the "Disclosure Termination Period") if such update is necessary to render the Disclosure Schedule complete and accurate. No such amendment shall alter the parties' rights and obligations under this Agreement, from and after provided that the maximum amount of any PGI Loss with respect to events occurring following the date of this Agreement until and disclosed to PGI prior to the applicable Expiration DateDisclosure Termination Period shall be $200,000, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses exclusive of investigation) incurred any such loss covered by PARENT, ACQUISITION CORP., the COMPANY insurance carried by ASM or the Surviving Corporation as a result Stockholders. This limitation on Stockholders' indemnity obligation shall not affect the operation of or arising from (iSections 5.2(a) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPc)., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyIn the event of any registration of any Shares under the Securities Act pursuant to this Agreement, jointly and severally, each of the Stockholders will indemnify, defend, protect indemnify and hold harmless PARENTthe Issuer and each Person, ACQUISITION CORP.if any, who controls the COMPANY Issuer within the meaning of Section 15 of the Securities Act, each officer of the Issuer who signs the registration statement, each director of the Issuer and each underwriter (if any) and each Person who controls any underwriter (if any) within the Surviving Corporation at meaning of Section 15 of the Securities Act, against any and all timessuch losses, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actionsliabilities or actions which the Issuer or such officer, suitsdirector, proceedings, demands, assessments, adjustments, costs and expenses underwriter (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationif any) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability controlling Person may become subject under the 1933 Act, the 1934 Securities Act or other federal or state law or regulation, at common law or otherwise, arising and will reimburse the Issuer, each such officer, director, underwriter (if any) and controlling Person for any legal or any other expenses reasonably incurred by such party in connection with investigating or defending any such loss, claim, damage, liability or action, if (a) such loss, claim, damage, liability or action in respect thereof arises out of or based upon any untrue statement or alleged untrue statement of a any material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement any such registration statement or any prospectus forming a part thereofsuch prospectus, or any amendment thereof or supplement thereto, or arising arises out of or is based upon any the omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, and such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Stockholder specifically for use in connection with the preparation of such registration statement or prospectus or (b) such loss, claim, damage, liability or action in respect thereof arises out of or is based upon such Stockholder's failure to deliver the prospectus or prospectus supplement made available to it by the Issuer for such purpose prior to the date such prospectus is required to be delivered or otherwise comply with applicable laws regarding the same; provided, however, that such indemnity the liability of any Stockholder pursuant to this Section 6.2 shall not inure exceed the proceeds received by such Stockholder from the sale of Shares by it pursuant to such registration statement or prospectus and giving rise to the benefit of PARENT, ACQUISITION CORPclaim for indemnification., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the terms and conditions of this Article XIII, the Stockholders agree that they, jointly and severally, will to indemnify, defend, protect defend and hold harmless PARENT, ACQUISITION CORP.Acquiror, the COMPANY and Company, the Surviving Corporation at all timesand their respective directors, from officers, members, managers, employees, agents, attorneys and after the date of this Agreement until the applicable Expiration Date, affiliates harmless from and against all losses, claims, damages, actions, suits, proceedingsobligations, demands, assessments, adjustmentspenalties, costs and expenses (including specificallyliabilities, but without limitationcosts, damages, reasonable 41 49 attorneys' fees and expenses of investigation(collectively, "Damages") asserted against or incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result such indemnities arising out of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any resulting from: 13.1.1 a material breach of any agreement on the part representation, warranty or covenant of the STOCKHOLDERS Company or the COMPANY under this AgreementStockholders contained herein or in any Schedule or certificate delivered by them hereunder; 13.1.2 any violation by Stockholders, the Company and/or any of their past or (iii) present directors, officers, members, managers, shareholders, employees, agents, consultants and affiliates of state or federal laws occurring on or before the Closing Date; or 13.1.3 any liability under the 1933 Securities Act, the 1934 Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or Stockholders, the STOCKHOLDERSCompany, and provided to PARENT Acquiror or its counsel by the COMPANY Company or the STOCKHOLDERS (but Stockholders, specifically for inclusion in the case of the STOCKHOLDERSany preliminary prospectus, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or Stockholders and/or the STOCKHOLDERS Company required to be stated therein or necessary to make the statements therein not misleading; , and not provided to Acquiror or its counsel by the Company or the Stockholders, provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., Acquiror and the COMPANY or the Surviving Corporation Company to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS Stockholder provided, in writing, corrected information to PARENTAcquiror's counsel and to PARENT Acquiror for inclusion in the final prospectus, and such information was not so included or properly deliveredincluded.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyFollowing the Closing, the Stockholders agree, jointly and severally, will indemnify, defend, protect to indemnify and hold harmless PARENTAcquiror and its Affiliates and their respective directors, ACQUISITION CORP.officers, the COMPANY employees, agents, successors and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, permitted assigns from and against all claimscosts, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specificallyincluding, but without limitation, reasonable attorneys' ’ fees and expenses of investigationdisbursements) (collectively, “Damages”) actually imposed upon or incurred or suffered by PARENT, ACQUISITION CORP., such indemnified party if and to the COMPANY or the Surviving Corporation as a result of or arising from extent caused proximately by (i) any breach of the representations and warranties any representation or warranty of the STOCKHOLDERS Stockholders in Section 4(a) or in the COMPANY set forth herein certificate to be delivered at Closing pursuant to Section 3(a)(iii) (disregarding any “material”, “materially” or “Material Adverse Effect” qualification contained in any such representation or warranty, but specifically not disregarding the term “material” in the definition of “Permitted Lien” and the term “material” in clause (y) of Section 4(a)(xviii)(B) (regarding structural defects), when describing an item to be listed on the Schedules Stockholders’ Disclosure Schedule and Section 4(a)(xviii)(Q) (regarding potential increases in real property taxes or certificates delivered in connection herewithassessments)), (ii) any breach of any agreement on the part covenant of the STOCKHOLDERS or the COMPANY under Stockholders contained in this Agreement, or (iii) Excluded Taxes or (iv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, claim arising out of or based upon any untrue statement or alleged untrue statement the management and operation of a material fact relating to the COMPANY businesses of the Companies and the Company Subsidiaries, or the STOCKHOLDERSownership of the assets of the Company Subsidiaries that are not Designated Subsidiaries, accruing or otherwise arising before the Closing (including all Employee Liabilities; all PL/GL Claims and provided other professional liability/general liability claims with respect to PARENT events prior to Closing, whether or its counsel not such claims are actually covered by the COMPANY or Existing PL/GL Policies (collectively, the STOCKHOLDERS (but PL/GL Claims and such professional liability/general liability claims, the “PL/GL Indemnified Claims”); and the matters set forth in the case Section 4(a)(ix) of the STOCKHOLDERSStockholders’ Disclosure Schedule), only if such statement was provided (v) the matters set forth in writingSection 6(a)(v) contained in of the Registration Statement or any prospectus forming a part thereofStockholders’ Disclosure Schedule, or (vi) any amendment thereof or supplement thereto, or claim arising out of or based upon any omission or alleged omission to state therein a material fact relating the Retained Guaranty, subject, in each case, to the COMPANY or limitations set forth in paragraphs (c), (d), (e), (h) and (i) of Section 6 below and elsewhere in this Agreement. Acquiror’s Affiliates and their respective directors, officers, employees, agents, successors and permitted assigns are intended third-party beneficiaries, but may only seek to enforce the STOCKHOLDERS required to be stated therein or necessary to make the statements therein provisions of this Section 6 through Acquiror and not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPdirectly., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Each Stockholder, severally and agree that theynot jointly, jointly and severally, will agrees to indemnify, defend, protect defend and hold Acquisition and its Affiliates harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against any and all claims, damagesliabilities, actionslosses and expenses, suitsincluding reasonable attorney's fees, proceedingson an after tax basis (collectively, demands, assessments, adjustments, costs "Losses and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationExpenses") actually incurred by PARENT, ACQUISITION CORP., Acquisition or its Affiliates in connection with or arising from: (a) any material breach by such Stockholder and/or the COMPANY Company of any covenant in this Agreement or in any agreement or instrument referenced in this Agreement or contemplated hereby to which such Stockholder and/or the Company is a party; (b) any material failure by such Stockholder and/or the Company to perform any of its obligations in this Agreement or in any agreement or instrument referenced in this Agreement or contemplated hereby to which such Stockholder and/or the Company is a party and; (c) any breach of any warranty or the Surviving Corporation inaccuracy of any representation of such Stockholder and/or the Company contained in this Agreement or referred to in this Agreement or any certificate delivered by such Stockholder and/or the Company pursuant hereto. provided, however, that except as a result set forth in Section 11.4 of or arising from this Agreement, with respect to (i) any breach or failure to perform specified in this Section 11.1 on the part of the representations and warranties of the STOCKHOLDERS Company or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach by the Stockholders of any agreement representation or warranty contained in Section 5.2 hereof; the liability of each Stockholder under this Section 11.1 shall be several in proportion to its respective Ownership Percentage and provided further, that the Stockholders shall be required to indemnify and hold Acquisition and its Affiliates harmless under this Section 11.1 with respect to any Losses and Expenses incurred by Acquisition or its Affiliates only to the extent that the aggregate amount of such Losses and Expenses for which Acquisition or any such Affiliate is entitled to indemnification under the preceding provisions of this Section 11.1, when combined with the aggregate amount of Losses and Expenses for which Acquisition or any such Affiliate is entitled to indemnification under Section 10.4 of the Association Asset Purchase Agreement, taken together, exceeds $1 million (the "Basket"), and then only with respect to the amount in excess of the Basket. In determining the Basket, all of the Losses and Expenses for which Acquisition or any such Affiliate would otherwise be entitled, but for the Basket, to receive indemnification pursuant to this Section 11.1 and Section 10.4 of the Association Asset Purchase Agreement shall be aggregated, irrespective of whether such Losses and Expenses or any individual component thereof is less than $1 million. Notwithstanding the foregoing, [A] the maximum liability of any Stockholder to Acquisition and its Affiliates under this Section 11.1 shall not exceed the amount of Merger Consideration received by such Stockholder on the part Closing Date, [B] the maximum liability of all of the STOCKHOLDERS or the COMPANY Stockholders as a group to Acquisition and its Affiliates under this AgreementSection 11.1 shall not exceed $15 million in the aggregate (the limitations contained in clauses [A] and [B] are collectively referred to herein as the "Cap"), and [C] the Stockholders shall not be required to indemnify Acquisition and its Affiliates under this Section 11.1 for any Losses and Expenses resulting or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of from or based upon any untrue statement inaccuracy or alleged untrue statement breach of a material fact relating to the COMPANY any representation or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case warranty of the STOCKHOLDERS, only if such statement was provided in writing) Stockholders or of the Company contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation this Agreement to the extent that such untrue statement (inaccuracy or alleged untrue statement) breach was made in, actually known to Acquisition on or omission (or alleged omission) occurred in, any preliminary prospectus and as of the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredClosing Date.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Hiway may require, as a condition ----------------------------------- to including any Registrable Common Shares in any registration statement filed in accordance with Section 5.02 hereof, that Hiway shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Common Shares and agree that they, jointly and severally, will indemnify, defend, protect any underwriter to indemnify and hold harmless PARENT, ACQUISITION CORP., (in the COMPANY same manner and to the Surviving Corporation at all times, from and after the date same extent as set forth in subsection (a) of this Agreement until Section 5.04) Hiway and its directors and officers and each person controlling Hiway within the applicable Expiration Datemeaning of the 1933 Act and all other prospective sellers of securities of Hiway and their directors, from officers and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from respective controlling persons with respect to (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY in or the STOCKHOLDERSomission or alleged omission from such registration statement, and provided to PARENT any preliminary, final or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) summary prospectus contained in the Registration Statement or any prospectus forming a part thereoftherein, or any amendment thereof or supplement theretosupplement, if such statement or arising out of alleged statement or based upon any omission or alleged omission was made in reliance upon and in conformity with written information furnished to state therein Hiway or its representatives by or on behalf of such seller or any underwriter specifically for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a material fact relating document incorporated by reference into any of the foregoing and (ii) the sale by the prospective seller of such Registrable Common Shares to a person to whom there was not sent or given, at or prior to the COMPANY written confirmation of such sale, a copy of the final prospectus as then amended or the STOCKHOLDERS required supplemented, whichever is most recent, if Hiway has previously furnished copies thereof to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that seller and such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, as amended or supplemented, has corrected any misstatement or omission. Such indemnity shall in full force and effect regardless of any investigation made by or on behalf of Hiway or any of the prospective sellers or any of their respective directors, officers or controlling persons and shall survive the transfer of such information was not so included or properly deliveredsecurities of such seller.

Indemnification by the Stockholders. (a) The STOCKHOLDERS covenant Stockholders (collectively, the “Seller Indemnifying Parties”) agree, subject to the other terms and agree that theyconditions of this Agreement, to jointly and severally, will indemnify, defend, protect severally indemnify and defend Buyer and Acquisition Sub (each a “Buyer Indemnified Party”) against and hold them harmless PARENTto the extent of any and all losses, ACQUISITION CORP.liabilities (including liabilities for Taxes), the COMPANY damages (including diminution in value and the Surviving Corporation at all timesloss of rental income), from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damagesawards, actions, suits, proceedings, demands, assessments, adjustmentsjudgments, costs and expenses (including specificallyexpenses, but including, without limitation, reasonable attorneys' ’ fees and expenses of investigation(collectively, “Losses”) actually suffered or incurred by PARENTsuch Buyer Indemnified Party arising out of, ACQUISITION CORP., the COMPANY in connection with or the Surviving Corporation as a result of or arising resulting from (i) any the breach of the representations and warranties any representation or warranty of the STOCKHOLDERS Seller or the COMPANY set forth any Seller Subsidiary contained herein or on the Schedules in any document delivered by Seller or certificates delivered any Seller Subsidiary at or in connection herewithwith the Closing pursuant to Section 6.2, (ii) any breach of any covenant or agreement on of Seller contained herein or in any document delivered by Seller or any Seller Subsidiary at or in connection with the part of the STOCKHOLDERS or the COMPANY under this AgreementClosing pursuant to Section 6.2, or (iii) any liability under the 1933 Actbreach of any representation, the 1934 Act warranty, covenant or other federal or state law or regulation, at common law or otherwise, arising out of or based upon agreement by any untrue statement or alleged untrue statement of a material fact relating party to the COMPANY Put/Call Agreement other than Buyer or the STOCKHOLDERS(iv) any Liabilities of Seller or any Seller Subsidiary arising or accruing prior to Closing; provided, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but however, that, in the case of either clause (i), (ii), (iii) or (iv) above no such Loss shall be indemnified hereunder if and to the STOCKHOLDERS, only if such statement was provided in writing) contained extent that the underlying liability or claim also gave rise to a reduction in the Registration Statement Merger Consideration pursuant to Section 1.8 or a reduction in the Put Price or Call Price pursuant to the Put/Call Agreement, and provided, further, that in no event shall a Buyer Indemnified party be entitled to indemnification under this Section 7.2 more than once for the same Loss arising from the same state of facts. (b) The indemnification obligations of the Seller Indemnifying Parties pursuant to Section 7.2(a) shall be limited as follows: (i) The Seller Indemnifying Parties shall have no obligation to provide any prospectus forming indemnification until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 7.2 (a) exceeds the product of (A) One Hundred Thousand Dollars ($100,000), multiplied by (B) the Seller Pro Rata Percentage (the “Threshold Amount”), and then only to the extent such aggregate amount exceeds such Threshold Amount. (ii) The Seller Indemnifying Parties shall not be obligated to indemnify the Buyer Indemnified Parties in the aggregate pursuant to Section 7.2(a) for any amount of otherwise indemnifiable Losses with respect to such parties in excess of the product of (A) Five Million Dollars ($5,000,000) multiplied by (B) the Seller Pro Rata Percentage (the “Seller Maximum Amount”) or from any source other than the Indemnification Escrow Amount. (iii) No indemnification shall be payable to a part thereofBuyer Indemnified Party with respect to claims first asserted by such Buyer Indemnified Party pursuant to Section 7.2(a) after the date that is twelve (12) months after the Closing Date (the “Indemnification Cut-Off Date”). (c) Payments by the Seller Indemnifying Parties pursuant to Section 7.2(a) shall be further reduced by any insurance proceeds and any indemnity, contribution or other similar payment actually received by Buyer Indemnified Parties from any third party with respect thereto. (d) A Buyer Indemnified Party shall give the Seller Representative written notice (a “Claim Notice”) of any claim, assertion, event or proceeding by or in respect of a third party, or any amendment thereof other claim, as to which such Buyer Indemnified Party may request indemnification hereunder as soon as is practicable and in any event within thirty (30) days of the time that such Buyer Indemnified Party learns of such claim, assertion, event or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingproceeding; provided, however, that such indemnity the failure to so notify the Seller Representative shall not inure affect rights to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation indemnification hereunder except to the extent that the Seller Indemnifying Parties are actually prejudiced by such untrue statement failure. Such Claim Notice shall contain (or alleged untrue statementA) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus a description and the STOCKHOLDERS providedamount to the extent reasonably determinable (the “Claimed Amount”) of any Losses incurred or reasonably expected to be incurred, in writing, corrected information (B) a statement that it is entitled to PARENT's counsel indemnification under this Article VII for such Losses and to PARENT a reasonable explanation of the basis therefor and (C) a demand for inclusion payment in the final prospectusamount of such Losses. The Buyer Indemnified Party must also deliver a copy of such Claim Notice to the Escrow Agent simultaneously with delivery of the Claim Notice to the Seller Representative. Upon notice to Buyer, the Seller Representative shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim, assertion, event or proceeding by or in respect of a third party where the quotient of (a) the remaining balance of the Seller Maximum Amount divided by (b) the Seller Pro Rata Percentage is equal to or greater than fifty percent (50%) of the Claimed Amount. If the Seller Representative elects to assume the defense of any such claim, assertion, event or proceeding, the Buyer Indemnified Party may participate in such defense and in any event the Seller Representative shall keep the Buyer Indemnified Party advised as to the status of such information was not so included suit or properly delivered.proceeding and defense thereof and shall consider in good faith recommendations made by the Buyer Indemnified Party with respect thereto, but in such case the expenses of the Buyer Indemnified Party shall be paid by the

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, Stockholders jointly and severally, will indemnifyon behalf of themselves and their respective successors, defendexecutors, protect administrators, estates, heirs and permitted assigns, agree to indemnify and hold harmless PARENTthe Parent, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all timesand their respective officers, from directors, employees and after agents (individually, a "Parent Indemnified Party" and collectively, the date of this Agreement until the applicable Expiration Date, "Parent Indemnified Parties") from and against and in respect of all claimslosses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, adjustmentsorders, judgments, fines, penalties, costs and expenses (including specificallythe reasonable fees, but without limitation, reasonable attorneys' fees disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by PARENTor made against any Parent Indemnified Party (a "Loss" or "Losses"), ACQUISITION CORP.arising out of, the COMPANY based upon or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, with: (iia) any breach of any agreement on representation or warranty made by the part of the STOCKHOLDERS Company or the COMPANY Stockholders in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement as supplemented or amended pursuant to SECTION 4.7 hereof, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties, as so supplemented; or (b) any breach of any covenant or agreement made by the Company or the Stockholders in this Agreement or in any schedule, exhibit, certificate, agreement or other instrument delivered under or in connection with this Agreement, or (iii) by reason of any liability under the 1933 Actclaim, the 1934 Act action or other federal proceeding asserted or state law or regulation, at common law or otherwise, instituted arising out of any matter or based upon thing covered by any untrue statement such covenant or alleged untrue statement of a material fact relating agreement; or (c) with respect to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case taxes of the STOCKHOLDERS, only if such statement was provided in writingCompany incurred with respect to any Pre-Closing Tax Period (as defined below) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent such liability exceeds the amounts accrued therefor and disclosed to the Parent in SCHEDULE 3.7 hereto (it being understood that such untrue statement (Schedule shall be updated as of the Closing to reflect tax accruals as of such date consistent with the Company's past practices); the term "Pre-Closing Tax Period" shall mean all taxable periods ending on or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus before the Closing Date and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in portion (ending on the final prospectus, and such information was Closing Date) of any taxable period that includes (but does not so included or properly deliveredend on) the Closing Date.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnifyEach Stockholder shall save, defend, protect indemnify and hold harmless PARENTAcquiror, ACQUISITION CORP.Sub, the COMPANY Survivor and their Affiliates, and the Surviving Corporation at all timesrespective Representatives, from successors and after assigns of each of the date of this Agreement until the applicable Expiration Date, foregoing from and against any and all claimslosses, damages, actionsliabilities, suitsdeficiencies, proceedingsclaims, demandsinterest, assessmentsawards, adjustmentsjudgments, penalties, costs and expenses (including specificallyattorneys’ fees, but without limitationcosts and other expenses incurred in investigating, reasonable attorneys' fees and expenses preparing or defending the foregoing) (hereinafter collectively, “Losses”), asserted against, incurred, sustained or suffered by any of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation foregoing as a result of, arising out of or arising from (i) relating to any breach of any representation, warranty or agreement made by such Stockholder contained in the representations Stockholder Agreement or any Ancillary Agreement delivered by such Stockholder pursuant hereto, and warranties the Stockholders, severally in accordance with their respective Proportionate Share shall save, defend, indemnify and hold harmless Acquiror, Sub, the Survivor and their Affiliates, and their respective Representatives, successors and assigns of each of the STOCKHOLDERS foregoing from and against any and all Losses as a result of, arising out of or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, relating to: (iia) any breach of any representation or warranty made by the Company or such Stockholder contained in this Agreement (as qualified by the Disclosure Letter) or any Ancillary Agreement or any schedule or certificate delivered pursuant hereto (without giving effect to any subsequent supplements to the Disclosure Letter); (b) any breach of any covenant or agreement by the Company or such Stockholder (including any officer or director acting therefor) contained in this Agreement or any Ancillary Agreement or any schedule or certificate delivered pursuant hereto; (c) any Transaction Expenses that shall not have been reflected on the part Schedule of Expenses or paid by the Company on the Closing Date; (d) any Debt that shall not have been reflected on the Schedule of Debt or paid by the Company prior to the Closing Date; or (e) any and all Taxes of the STOCKHOLDERS or Company with respect to any Pre-Closing Tax Period, including any actions taken by the COMPANY under this Agreement, or (iii) Company prior to the Effective Time in connection with the conversion of any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law indebtedness or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of with respect to a material fact relating Straddle Period to the COMPANY or extent attributable to the STOCKHOLDERSperiod prior to Closing as determined pursuant to Section 6.14(c), and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case any and all Taxes arising as a result of the STOCKHOLDERS, only if such statement was provided transactions contemplated by this Agreement (including in writing) contained in connection with the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingCompany’s Debt); provided, however, that such indemnity the Stockholders shall not inure be liable under this Section 8.2 with respect to the benefit of PARENT, ACQUISITION CORP., the COMPANY any Taxes due from Acquiror or the Surviving Corporation Survivor arising as a result of the failure of the Transaction to qualify as a tax-free reorganization under Section 368(a) of the extent that Code solely as a result of the failure of the Acquiror to consummate the Second Merger. Where a breach exists under both of the Merger Agreement and a Stockholder Agreement, Acquiror may seek indemnification under this Agreement from the Stockholder on whose part the breach exists, but Acquiror shall only be permitted one recovery with respect to such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, Losses and such information was not so included recovery shall be sought from such Stockholder (through the escrow or properly deliveredotherwise as contemplated by this Agreement).

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENT, ACQUISITION CORP.the Company, the COMPANY underwriters selling the Registrable Securities and their respective directors, officers, Affiliates and agents and each Person who controls (within the Surviving Corporation at all timesmeaning of the 1933 Act or the 0000 Xxx) any of them, from and after the date of this Agreement until the applicable Expiration Dateincluding any general partner or manager thereof, from and against all any losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' out-of-pocket counsel fees and expenses of investigationdisbursements) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided that the obligation to indemnify shall be several, any preliminary prospectus not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.05(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holder and to PARENT for inclusion in its Affiliates, (ii) transactions or the final prospectusrelationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand (iii) the name and address of such holder and (iv) any additional information was not so included about such holder or properly deliveredthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) From and agree that theyafter the Closing, jointly and subject to the limitations contained in this Article IX, the Stockholders, severally, but not jointly, will indemnify, defend, protect indemnify and hold harmless PARENTBuyer, ACQUISITION CORP.its Affiliates, Surviving Corporation, each of their respective Subsidiaries, partners, directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the COMPANY and the Surviving Corporation at all times, "Buyer Indemnified Parties") from and after against, and pay or reimburse the date of this Agreement until Buyer Indemnified Parties for, any and all Covered Liabilities actually incurred or paid by the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation Buyer Indemnified Parties as a result of or arising from of: (i) any breach of a representation and warranty made by the Company or the Stockholders in this Agreement or in any document delivered pursuant hereto, except for those representations and warranties made by the Stockholders in Article IV; provided that in determining whether an -------- inaccuracy, omission or breach has occurred and the amount of the STOCKHOLDERS any Covered Liabilities, any knowledge, materiality, Material Adverse Effect, Material Adverse Change, substantial compliance or the COMPANY set forth herein similar exception or on the Schedules qualification contained in or certificates delivered in connection herewith, otherwise applicable to such representation or warranty shall be disregarded; (ii) any the nonfulfillment, nonperformance or other breach of any covenant or agreement on the part of the STOCKHOLDERS or the COMPANY under Company contained in this Agreement, or ; (iii) any Controlled Group Liability; (iv) any liability under the 1933 Actor obligation, the 1934 Act whether civil or other federal or state law or regulation, at common law or otherwisecriminal, arising out of or based upon related to any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS Action required to be stated therein or necessary to make set forth in Schedule 3.12, but which is not set forth therein; (v) any Employee Plan; and (vi) any pre-Closing Taxes. (b) From and after the statements therein not misleading; providedClosing, however, that such indemnity shall not inure subject to the benefit limitations contained in this Article IX, each of PARENTthe Stockholders will severally, ACQUISITION CORP.but not jointly, indemnify and hold harmless the COMPANY Buyer Indemnified Parties from and against, and pay or reimburse the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred inBuyer Indemnified Parties for, any preliminary prospectus and all Covered Liabilities actually incurred or paid by the Buyer Indemnified Parties as a result of: (i) any breach of a representation and warranty made by such Stockholder in Article IV of this Agreement; provided -------- that in determining whether an inaccuracy, omission or breach has occurred and the STOCKHOLDERS providedamount of any Covered Liabilities, any knowledge, materiality, Material Adverse Effect, Material Adverse Change, substantial compliance or similar exception or qualification contained in writingor otherwise applicable to such representation or warranty shall be disregarded; and (ii) the nonfulfillment, corrected information nonperformance or other breach of any covenant or agreement of such Stockholder contained in this Agreement. (c) The indemnity provided for in this Section 9.2 is not limited to PARENT's counsel and to PARENT for inclusion matters asserted by third parties against any Buyer Indemnified Party, but includes Covered Liabilities actually incurred or sustained by any Buyer Indemnified Party in the final prospectus, and such information was not so included or properly deliveredabsence of third party claims.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) Subject to the limitations contained herein, each of the Stockholders and agree that theytheir respective heirs, jointly estate and severally, will indemnify, defend, protect assigns shall severally indemnify and hold harmless PARENTthe Buyer Group against any and all Losses which the Buyer Group (or any member thereof) may suffer, ACQUISITION CORP.sustain or become subject to as the result of: (i) the untruth, the COMPANY and the Surviving Corporation at all times, from and after the date inaccuracy or breach of any representation or warranty of such Stockholder contained in Section 3.2 of this Agreement until or any Transaction Document or in any certificate, instrument or agreement delivered by such Stockholder pursuant hereto or thereto or in connection with the applicable Expiration Datetransactions contemplated hereby or thereby; or (ii) the breach by such Stockholder of any covenant or agreement to be performed by such Stockholder contained in or made pursuant to this Agreement or any Transaction Document or in any certificate, from and against instrument or agreement delivered by such Stockholder pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby; or (iii) all claims, damages, actions, suits, proceedings, demands, assessments, adjustmentsreasonable fees, costs and expenses (including specificallyincluding, but without limitation, reasonable attorneys', accountants' and other professional fees and expenses of investigation) expenses), incurred by PARENTthe Buyer Group in connection with any action, ACQUISITION CORPsuit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against under this Section 5.2(a) or in connection with the enforcement by the Buyer Group (or any member thereof) of its rights under this Section 5.2(a). (b) Subject to the limitations contained herein, the COMPANY Stockholders and their respective heirs, estates and assigns shall jointly and severally indemnify and hold harmless the Buyer Group against any and all Losses which it (or any member thereof) may suffer, sustain or become subject to as the Surviving Corporation as a result of or arising from of: (i) any Taxes imposed on the Company by any Federal, state, local or foreign authority or taxing jurisdiction or any reasonable attorneys', accountants' and other professional fees and expenses sustained, suffered or incurred by the Company or the Buyer Group, or any member thereof, relating to periods on or prior to the Closing Date; or (ii) the untruth, inaccuracy or breach of any representation or warranty of the Company and the Stockholders contained in Section 3.1 of this Agreement or any Transaction Document or in any certificate, instrument or agreement delivered by the Company pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby; or (iii) any liabilities and obligations of the Company or any Stockholder for fees, costs and expenses relating to or arising out of the execution, delivery and performance by the Company and any such Stockholder of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby or thereby, including, without limitation, legal and accounting fees and expenses and taxes incurred by the Company and the Stockholders; or (iv) the breach of any covenant or agreement of the Company contained in or made pursuant to this Agreement or any Transaction Document or in any certificate, instrument or agreement delivered by the Company pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby; or (v) any liabilities and obligations arising out of any medical malpractice claims against the Company or any Stockholder initiated or filed on or before the Closing Date or at any time thereafter whether or not covered by insurance; or (vi) [subject to due diligence review]; or (vii) all reasonable fees, costs and expenses (including, without limitation, reasonable attorneys', accountants' and other professional fees and expenses), incurred by the Buyer Group in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against under this Section 5.2(b) or in connection with the enforcement by the Buyer Group of its rights under this Section 5.2(b). No claim, demand, suit or cause of action shall be brought against the Stockholders under or pursuant to this Section 5.2 with respect to the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on in Sections 3.1 and 3.2 hereof unless the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereofBuyer Group, or any amendment thereof or supplement theretoof its members, or arising out of or based upon at any omission or alleged omission to state therein a material fact relating time prior to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement Survival Date (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.as hereinafter

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) NSAP, its Affiliates and agree that theytheir successors and assigns, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at officers, directors, employees and agents of NSAP, its Affiliates and their successors and assigns (each an "Indemnified Party") shall be indemnified and held harmless by the Stockholders for any and all timesLiabilities, from and after the date of this Agreement until the applicable Expiration Date, from and against all claimslosses, damages, actions, suits, proceedings, demands, assessments, adjustmentsclaims, costs and expenses expenses, interest, awards, judgments and penalties (including specificallyincluding, but without limitation, reasonable attorneys' and consultants' fees and expenses of investigationexpenses) actually suffered or incurred by PARENTthem (including, ACQUISITION CORP.without limitation, the COMPANY any Action brought or the Surviving Corporation as otherwise initiated by any of them) (hereinafter a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise"Loss"), arising out of or based upon resulting from: (i) the breach of any untrue statement representation or alleged untrue statement warranty made by the Stockholders contained in the Acquisition Documents; or (ii) the breach of a material fact any covenant or agreement by the Stockholders contained in the Acquisition Documents; or (iii) Liabilities of the Acquired Entities not reflected on the Reference Balance Sheet, whether arising before or after the Closing Date, arising from or relating to the COMPANY ownership or actions or inactions of the Acquired Entities or the STOCKHOLDERS, conduct of their respective businesses prior to the Closing; or (iv) any and provided to PARENT all Losses suffered or its counsel incurred by the COMPANY NSAP or the STOCKHOLDERS (but Acquired Entities by reason of or in connection with any claim or cause of action of any third party to the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or extent arising out of any action, inaction, event, condition, liability or based upon obligation of the Stockholders occurring or existing prior to the Closing; (v) any omission and all Losses suffered or alleged omission incurred by NSAP as a result of the failure of the Stockholders or the Acquired Companies to state therein a material fact obtain prior to the Closing the consent of all third-parties who are parties to contracts with the Acquired Companies, the terms of which such contracts require the consent of such third-parties to the transactions contemplated by this Agreement; or (vi) (A) any and all Remedial Actions after the Closing relating to any Release of Hazardous Materials into the COMPANY Environment or on or about the Real Property prior to the Closing to the extent any such Remedial Action is required under any Environmental Law or by any Governmental Authority or is necessary to prevent or abate a signifixxxx risk to human health or the STOCKHOLDERS required environment; (B) any and all Environmental Claims arising at any time that relate to the business or the operation of the Acquired Entities prior to the Closing; or (C) any and all noncompliances with or violations of any applicable Environmental Law or Environmental Permit by the Acquired Entities prior to the Closing. (b) Except for Losses arising out of a breach of the representations contained in Section 3.03, no claim may be stated therein made against the Stockholders for indemnification pursuant to this Section 8.02 with respect to an individual claim of liability or necessary damage, unless, and then only to make the statements therein not misleadingextent that, the aggregate of all such Losses of the Indemnified Parties exceeds $1,000,000 (the "Designated Amount"). The indemnification obligations under this Section 8.02 (excluding those arising out of a breach of the representations contained in Section 3.03) shall be effective only until (i) the dollar amount paid in respect of Losses indemnified against under this Section 8.02 aggregates to an amount equal to $150,000,000, or (ii) the indemnification assets identified in Section 8.04 are exhausted, whichever occurs first. To the extent that the Stockholders' undertakings set forth in this Section 8.02 may be unenforceable, the Stockholders shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by NSAP or the Acquired Entities. (c) An Indemnified Party shall give the Stockholders notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. To the extent an Indemnified Party is making a claim against the Preferred Shares or NSAP Common Stock held pursuant to the Escrow Agreement, the Indemnified Party shall provide the notice contemplated by Section 6(b) of the Escrow Agreement. The obligations and Liabilities of the Stockholders under this Article VIII with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VIII ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Stockholders notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such indemnity notice shall not inure to release the benefit Stockholders from any of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation its obligations under this Article VIII except to the extent the Stockholders are materially prejudiced by such failure and shall not relieve the Stockholders from any other obligation or Liability that they may have to any Indemnified Party otherwise than under this Article VIII. If the Stockholders acknowledge in writing their obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such untrue statement (Third Party Claim, then the Stockholders shall be entitled to assume and control the defense of such Third Party Claim at their expense and through counsel of their choice if they give notice of their intention to do so to the Indemnified Party within five days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or alleged untrue statement) was made inis reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, or omission (or alleged omission) occurred inin its sole and absolute discretion, any preliminary prospectus for the same counsel to represent both the Indemnified Party and the STOCKHOLDERS providedStockholders, then the Indemnified Party shall be entitled to retain its own counsel, in writingeach jurisdiction for which the Indemnified Party determines counsel is required, corrected at the expense of the Stockholders. In the event the Stockholders exercise the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Stockholders in such defense and make available to the Stockholders, at the Stockholders' expense, all witnesses, pertinent records, materials and information to PARENT's counsel and to PARENT for inclusion in the final prospectusIndemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Stockholders. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Stockholders shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Stockholders' expense, all such witnesses, records, materials and information was not so included in the Stockholders' possession or properly deliveredunder the Stockholders' control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Stockholders without the prior written consent of the Indemnified Party.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to Section 10.3, Section 10.4 and agree that theySection 10.5, the Company and Dxxxxxx Xxxx shall jointly and severally, will indemnify, defend, protect severally defend (as and to the extent provided in Section 10.3 and Section 10.4 hereof) indemnify and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, each CLARCOR Group Member from and against any and all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs Loss and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) Expense incurred by PARENTsuch CLARCOR Group Member, ACQUISITION CORP.whether or not involving a third-party claim, the COMPANY or the Surviving Corporation as a result of in connection with or arising from from: (ia) any breach or failure to perform by the Stockholders of the representations and warranties any of the STOCKHOLDERS their respective agreements, covenants or the COMPANY set forth herein obligations in this Agreement or on the Schedules any certificate or certificates document delivered in connection herewith, by Stockholders pursuant to this Agreement; (iib) any breach of any agreement on warranty or the part inaccuracy of any representation or warranty of the STOCKHOLDERS Stockholders contained in this Agreement or the COMPANY under any certificate or document delivered by Stockholders pursuant to this Agreement, or ; (iiic) any product liability under or similar claims arising in connection with products of the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating Company sold prior to the COMPANY Closing Date; (d) the Release of any petroleum from the Roselle Street Petroleum Tank prior to the Closing Date into or onto the STOCKHOLDERS, and provided to PARENT Roselle Street Leased Real Property or its counsel by any property geologically or hydrologically adjoining the COMPANY or Roselle Street Leased Real Property; or (e) the STOCKHOLDERS Release of any Contaminants from the 1970 chromium works facility located at the 100 Xxxxxxx Xxxxxx Leased Real Property (but as disclosed in the case of Phase I Environmental Site Assessment dated August 18, 2005 delivered to CLARCOR) prior to the STOCKHOLDERS, only if such statement was provided in writing) contained in Closing Date into or onto the Registration Statement 100 Xxxxxxx Xxxxxx Leased Real Property or any prospectus forming a part thereof, property geologically or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to hydrologically adjoining the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading100 Xxxxxxx Xxxxxx Leased Real Property; provided, however, that such indemnity that, notwithstanding anything herein to the contrary: (i) Dxxxxxx Xxxx shall be required to indemnify and hold harmless under this Section 10.1 with respect to any breach of Article IV (other than Sections 4.1, 4.6, and 4.16, as to which this proviso shall not inure to apply) and/or any claim for indemnification under Section 10.1(c) hereof only if the benefit aggregate amount of PARENT, ACQUISITION CORP., Loss and Expense borne by the COMPANY or CLARCOR Group Members under this Section 10.1 exceeds $100,000 (the Surviving Corporation “Basket Amount”) and then only to the extent of such excess; (ii) Dxxxxxx Xxxx’x obligation to indemnify and hold harmless pursuant to this Section 10.1 (other than in respect of Section 4.6 or Article XI or pursuant to Section 10.1(d) above) shall be limited to the payment by Dxxxxxx Xxxx of cash in the aggregate amount of $2,400,000; and (iii) after the Closing the obligation of the Company to indemnify the CLARCOR Group Members pursuant to this Section 10.1 will terminate and be of no further force and effect. The indemnification provided for in this Section 10.1 shall terminate on the date that such untrue statement is 18 months following the Closing Date (or alleged untrue statementand no claims shall be made by any CLARCOR Group Member under this Section 10.1 thereafter), except that the indemnification obligation of Dxxxxxx Xxxx shall continue as to: (a) was made inthe representations and warranties set forth in Sections 4.1, or omission (or alleged omission) occurred in4.6, any preliminary prospectus and 4.16 and the STOCKHOLDERS providedcovenants of Stockholders set forth in Sections 9.3, in writing9.4, corrected information to PARENT's counsel 12.9 and to PARENT for inclusion in the final prospectus12.12, and Article XI, as to all of which no time limitation shall apply; (b) the covenant set forth in Section 9.1, as to which the indemnification provided for in this Section 10.1 shall terminate 60 days after the expiration of the noncompetition period provided for therein (excluding the confidentiality restrictions set forth therein, as to which no time limitation will apply); and (c) any Loss or Expense of which any CLARCOR Group Member has notified Dxxxxxx Xxxx in accordance with the requirements of Section 10.3 on or prior to the date such information was not so included or properly delivered.indemnification obligation would otherwise terminate in accordance with this Section 10.1 and 10.4, as to which the indemnification obligation of Dxxxxxx Xxxx shall continue until the liability of Dxxxxxx Xxxx shall have been determined pursuant to this Article X, and Dxxxxxx Xxxx shall have reimbursed all CLARCOR Group Members for the full amount of such Loss and Expense for which the Dxxxxxx Xxxx is responsible in accordance with this Article X.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, Stockholders jointly and severally, will indemnifysubject to the last sentence of Section 9.6, defend, protect agree subsequent to the Closing to indemnify and hold harmless PARENT, ACQUISITION CORP.the Company, the COMPANY Subsidiaries, Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees of any of the Surviving Corporation at all times, from foregoing (individually a "Buyer Indemnified Party" and after collectively the date of this Agreement until the applicable Expiration Date, "Buyer Indemnified Parties") harmless from and against all claims, any damages, actionsliabilities, suitslosses, proceedingstaxes, demandsfines, assessmentspenalties, adjustmentscosts, costs and expenses (including specificallyincluding, but without limitation, reasonable attorneys' fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and expenses of including all amounts paid in investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY defense or the Surviving Corporation as a result of or arising from (i) any breach settlement of the representations and warranties foregoing) which may be sustained or suffered by any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, them arising out of or based upon any untrue statement of the following matters: (a) fraud, intentional misrepresentation or alleged untrue statement a deliberate or wilful breach by the Company or any Stockholder of any of their representations, warranties, agreements or covenants under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto; (b) any other breach of any representation or warranty of the Company or any Stockholder under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing constituting a material fact breach of such representations or warranties; (c) any other breach of any agreement or covenant of the Company or any Stockholder under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asset or instituted arising out of any matter or thing constituting a breach of any such agreement or covenant; (d) any liability of the Company or any Subsidiary for Taxes arising from an event or transaction prior to the Closing or as a result of the Closing which have not been paid or provided for or adequately reserved against by the Company or a Subsidiary, including the Spin-Off Sale and the Deliverance Liquidation, and including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the Company or a Subsidiary; (e) any liability relating to the COMPANY operation, activities or conduct of the STOCKHOLDERSbusiness of the Company or any of its Subsidiaries on or prior to the Closing Date, including the Spin-Off Sale and provided to PARENT the Deliverance Liquidation, other than (i) liabilities or its counsel by obligations of the COMPANY Company or any Subsidiary reflected on the STOCKHOLDERS (but Base Balance Sheet or incurred thereafter in the case ordinary course of business (except for any such liability required to be disclosed on a Schedule to this Agreement that is not so disclosed), (ii) liabilities under the Contracts or any contract, agreement or arrangement not required to be disclosed on any Schedule to this 44 Agreement and (iii) other liabilities disclosed in this Agreement or any Schedule furnished pursuant hereto; and (f) any liability of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement Company or any prospectus forming a part thereofSubsidiary in respect of any claim made by any third party and relating to, or any amendment thereof or supplement thereto, or arising out of or based upon in connection with any omission event occurring on or alleged omission to state therein a material fact relating prior to the COMPANY or Closing Date, including the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus Spin-Off Sale and the STOCKHOLDERS providedDeliverance Liquidation. (g) Each Stockholder hereby acknowledges and agrees that no Stockholder shall have any right of indemnity or contribution from the Company with respect to any breach of any representation, in writingwarranty, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included covenant or properly deliveredagreement hereunder.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect Sheridan agrees subsequent to the Closing to indemnify and hold the Company, Buyer and its subsidiaries and affiliates and persons serving as officers, directors, partners or employees of the Company or Buyer (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, any damages, actionsliabilities, suitslosses, proceedingstaxes, demandsfines, assessmentspenalties, adjustmentscosts, costs and expenses (including specificallyincluding, but without limitation, reasonable attorneys' fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and expenses of including all amounts paid in investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY defense or the Surviving Corporation as a result of or arising from (i) any breach settlement of the representations and warranties foregoing) which may be sustained or suffered by any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, them arising out of or based upon any untrue statement of the following matters: (a) fraud, intentional misrepresentation or alleged untrue statement a deliberate or wilful breach by Sheridan or the Company of any of their representations, warranties or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant to this Agreement; (b) any other breach of any representation, warranty or covenant of Sheridan or the Company under this Agreement or in any certificate, schedule or exhibit delivered pursuant to this Agreement, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a material fact relating breach of those representations, warranties or covenants; and (c) except for any Matter form the Prior Period any liability of the Company for Taxes arising from an event or transaction from February 8, 1996 to the COMPANY Closing or as a result of the STOCKHOLDERS, and Closing which have not been paid or provided to PARENT or its counsel for by the COMPANY or the STOCKHOLDERS (but Company, including without limitation, any increase in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating Taxes due to the COMPANY unavailability of any loss or deduction claimed by the STOCKHOLDERS required Company during such period. Notwithstanding the provisions of Section 7.1, Sheridan has no obligation whatsoever to be stated therein indemnify any party for any Matter whatsoever from the Prior Period or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure pertaining in any part to the benefit of PARENT, ACQUISITION CORPCaveat., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to Sections 9.7 and agree that they9.8, ----------------------------------- ------------ --- the Stockholders jointly and severally, will severally agree to indemnify, defenddefend and save the CenterPoint Indemnified Parties (hereinafter defined), protect and hold forever harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after against, and to promptly pay to a CenterPoint Indemnified Party or reimburse a CenterPoint Indemnified Party for, any and all Losses (hereinafter defined) sustained or incurred by any CenterPoint Indemnified Party resulting from, arising out of, in connection with or otherwise by virtue of: (a) any misrepresentation or breach of a representation or warranty made in Article V herein or in any certificate, schedule, document, exhibit --------- or other instrument delivered hereunder by any Stockholder or any action, demand or claim by any third party against or affecting any CenterPoint Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty, except that the date obligation of this Agreement until the applicable Expiration DateStockholders to indemnify, from defend and against all claimssave harmless for any misrepresentation or breach of representation or warranty made in Section ------- 5.1 hereof or in any certificate, damagesschedule, actionsdocument, suits, proceedings, demands, assessments, adjustments, costs exhibit or other --- instrument delivered in respect thereof shall not be joint and expenses (including specificallyseveral, but without limitation, reasonable attorneys' fees such obligation shall be several only and expenses of investigationlimited to the several Stockholder(s) incurred by PARENT, ACQUISITION CORP., the COMPANY making such misrepresentation or the Surviving Corporation as a result of or arising from breach; (ib) any breach failure by the Company or any Stockholder to observe or perform any of the representations their covenants and warranties of the STOCKHOLDERS or the COMPANY agreements set forth herein or on related to the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on period prior to the part Closing except that the obligation of the STOCKHOLDERS Stockholders to indemnify, defend and save harmless for any failure to observe or perform any covenant or agreement shall not be joint and several, but such obligation shall be several only and limited to the COMPANY under this Agreement, several Stockholder(s) failing to observe or perform such covenant or agreement; (iiic) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERSCompany, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in any preliminary prospectus relating to the IPO, the Registration Statement Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS Company required to be stated therein or necessary to make the statements therein not misleading, and not provided to CenterPoint or its counsel by the Company; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation any CenterPoint Indemnified Party to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) the STOCKHOLDERS Company provided, in writing, corrected information to PARENT's CenterPoint or its counsel and to PARENT for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included included, or properly delivered(ii) CenterPoint did not provide the Company and its counsel with the information required to be provided pursuant to Section 8.2.2, and such information is the basis for the untrue ------------- statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.1(c); or -------------- (d) notwithstanding anything contained in this Agreement to the contrary, (i) any arrangements made by or on behalf of the Stockholder or the Company in connection with the Merger or the transactions contemplated by this Agreement with respect to brokerage, finders and other fees or commissions, (ii) any Loss relating to, resulting from, arising out of or otherwise by virtue of any matter which is or should be listed on Schedule -------- 4.10 or Schedule 7.1.3 hereto and (iii) any payment with respect to ---- -------------- Dissenting Shares. As used herein, the "CENTERPOINT INDEMNIFIED PARTIES" shall mean CenterPoint, its Subsidiaries and Affiliates, the Founding Companies other than the Company (the "OTHER FOUNDING COMPANIES"), and their respective officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Person dealing with any such plans; provided, however, that the Other Founding Companies, and each of their respective officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Persons dealing with any such plans, shall cease to be a "CENTERPOINT INDEMNIFIED PARTY" for all purposes hereunder as of the Closing, and thereafter such Persons shall have no further rights and remedies under this Article IX (except to the extent a Person is an officer, director, employee or ---------- agent of CenterPoint as a result of the consummation of the transactions contemplated under the Other Agreements); provided further, that the Subsidiaries of CenterPoint shall include the Company, the Company Subsidiaries and the other Founding Companies from and after the Closing. Accordingly, for purposes of this Article IX and subject to the limitations set forth in this ---------- Article IX, the Other Founding Companies, and each of their respective officers, ---------- directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Persons dealing with any such plans, shall be deemed to be third party beneficiaries of this Agreement.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP.In connection with any registration statement in which Stockholders are participating, the COMPANY Stockholders will furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, each Stockholder will severally and not jointly indemnify and reimburse Parent and its employees, advisors, agents, representatives, officers (who have signed the Surviving Corporation at registration statement) and directors and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) against any and all timeslosses, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actionsliabilities, suits, proceedings, demands, assessments, adjustments, costs judgments and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationdisbursements, subject to Section 2.6(c)) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwisebased upon, arising out of of, related to or based upon resulting from any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement such registration statement, prospectus, or any such preliminary prospectus forming a part thereof, or any amendment thereof or supplement thereto, thereto or arising out of or based upon any omission or alleged omission to state therein of a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided, however, that such indemnity shall not inure to misleading or any violation or alleged violation by the benefit Stockholders of PARENT, ACQUISITION CORP.the Securities Act, the COMPANY Exchange Act or the Surviving Corporation any state securities laws (including any rule or regulation promulgated thereunder), but only to the extent that such untrue statement (or alleged untrue statement) was made in, statement or omission (or alleged omission) occurred in, omission or violation or alleged violation is contained in any preliminary prospectus and the STOCKHOLDERS provided, information so furnished in writing, corrected information to PARENT's counsel and to PARENT writing by Stockholders or any Stockholder Affiliate specifically for inclusion in such registration statement; provided, that such liability will be limited to, the final prospectusnet amount received by such Stockholders from the sale of Registrable Securities pursuant to such registration statement; provided, and however, that Stockholders shall not be liable in any such case to the extent that prior to the filing of any such registration statement (or amendment thereof) or prospectus or supplement thereto, Stockholders have furnished in writing to Parent information was expressly for use in such registration statement (or any amendment thereof) or prospectus or supplement thereto which corrected or made not so included or properly deliveredmisleading information previously furnished to Parent.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to Sections 9.7 and agree that they----------------------------------- ------------ 9.8, the Stockholders jointly and severally, will severally agree to indemnify, defenddefend and save --- the CenterPoint Indemnified Parties (hereinafter defined), protect and hold forever harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after against, and to promptly pay to a CenterPoint Indemnified Party or reimburse a CenterPoint Indemnified Party for, any and all Losses (hereinafter defined) sustained or incurred by any CenterPoint Indemnified Party, resulting from, arising out of, in connection with or otherwise by virtue of: (a) any misrepresentation or breach of a representation or warranty made in Article V herein or in any certificate, schedule, document, exhibit or --------- other instrument delivered hereunder by any Stockholder or any action, demand or claim by any third party against or affecting any CenterPoint Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty, except that the date obligation of this Agreement until the applicable Expiration DateStockholders to indemnify, from defend and against all claimssave harmless for any misrepresentation or breach of representation or warranty made in Section -------- 5.1 hereof or in any certificate, damagesschedule, actionsdocument, suits, proceedings, demands, assessments, adjustments, costs exhibit or other --- instrument delivered in respect thereof shall not be joint and expenses (including specificallyseveral, but without limitation, reasonable attorneys' fees such obligation shall be several only and expenses of investigationlimited to the several Stockholder(s) incurred by PARENT, ACQUISITION CORP., the COMPANY making such misrepresentation or the Surviving Corporation as a result of or arising from breach; (ib) any breach failure by the Company or any Stockholder to observe or perform any of the representations their covenants and warranties of the STOCKHOLDERS or the COMPANY agreements set forth herein related to the period prior to the Closing, except that the obligation of the Stockholders to indemnify, defend and save harmless for any misrepresentation or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on representation or warranty made in Section ------- 5.1 hereof shall not be joint and several, but such obligation shall be --- several only and limited to the part of the STOCKHOLDERS several Stockholder(s) making such misrepresentation or the COMPANY under this Agreement, or breach; (iiic) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERSCompany, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in any preliminary prospectus relating to the IPO, the Registration Statement Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS Company required to be stated therein or necessary to make the statements therein not misleading, and not provided to CenterPoint or its counsel by the Company; provided, however, -------- ------- that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation any CenterPoint Indemnified Party to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) the STOCKHOLDERS Company provided, in writing, corrected information to PARENT's CenterPoint or its counsel and to PARENT for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included included, or properly delivered(ii) CenterPoint did not provide the Company and its counsel with the information required to be provided pursuant to Section 8.2.2, and such information is the basis for the untrue ------------- statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.1(c); or -------------- (d) notwithstanding anything contained in this Agreement to the contrary, (i) any arrangements made by or on behalf of the Stockholders or the Company in connection with the Merger or the transactions contemplated by this Agreement with respect to brokerage, finders and other fees or commissions, (ii) disallowance of any tax deduction to CenterPoint or the Company with respect to any item listed on Schedule 2.5 and considered in ------------ determining Net Working Capital, (iii) any Losses relating to, resulting from, arising out of or otherwise by virtue of any matter which is or should be listed on Schedules 4.10 or 7.1.4(i) hereto, (iv) the Excluded -------------- -------- Assets, the Excluded Liabilities and the transactions contemplated under Section 7.1.4, and (v) any payment with respect to Dissenting Shares. ------------- As used herein, the "CENTERPOINT INDEMNIFIED PARTIES" shall mean CenterPoint, its Subsidiaries and Affiliates, the Founding Companies other than the Company (the "OTHER FOUNDING COMPANIES"), and their respective officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Person dealing with any such plans; provided, however, -------- ------- that the Other Founding Companies, and each of their respective officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Persons dealing with any such plans, shall cease to be a "CENTERPOINT INDEMNIFIED PARTY" for all purposes hereunder as of the Closing, and thereafter such Persons shall have no further rights and remedies under this Article IX ---------- (except to the extent a Person is an officer, director, employee or agent of CenterPoint as a result of the consummation of the transactions contemplated under the Other Agreements); provided, further, that the Subsidiaries of -------- ------- CenterPoint shall include the Company, the Company Subsidiaries and the other Founding Companies from and after the Closing. Accordingly, for purposes of this Article IX and subject to the limitations set forth in this Article IX, the ---------- Other Founding Companies, and each of their respective officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Persons dealing with any such plans, shall be deemed to be third party beneficiaries of this Agreement.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyStockholders, jointly and severally, will agree to indemnify, defend, protect reimburse and hold harmless PARENTCompany, ACQUISITION CORP.Xxxxxx and Acquiror and their successors, the COMPANY heirs and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, assigns from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, actions, suits, proceedings, demands, assessments, adjustmentsliabilities, costs and expenses (expenses, including specificallyinterest, but without limitation, penalties and reasonable attorneys' fees and expenses of investigation(collectively, "Damages") asserted against, resulting to, imposed upon or incurred by PARENTCompany, ACQUISITION CORP.Xxxxxx or Acquiror, the COMPANY directly or the Surviving Corporation as a result indirectly, by reason of or arising resulting from (i) any breach by Acquiror of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewiththis Agreement, (ii) any inaccuracy in or breach of any agreement on the part of the STOCKHOLDERS representations, warranties, covenants or agreements made by Acquiror and the COMPANY under Stockholders in this Agreement, or (iii) any liability under claim or claims made against Acquiror arising out of any debts, obligations and liabilities or asserted debts, obligations and liabilities of Acquiror incurred prior to the 1933 ActClosing Date, (iv) any claim or claims made against Acquiror by any Person who was a stockholder of Acquiror on or prior to the 1934 Act or other federal or state law or regulation, at common law or otherwise, Closing Date arising out of or based upon related to any business or activity engaged in or any action taken by Acquiror prior to the Closing Date, including, without limitation, the issuance of any shares of Acquiror's common stock prior to the Closing Date, (v) any claim or claims made against Acquiror by any Person who was an officer, director or employee of, or a consultant to, Acquiror on or prior to the Closing Date arising out of or related to any contract, agreement, arrangement, understanding or commitment between Acquiror and any such officer, director, employee or consultant prior to the Closing Date, and (vi) any untrue statement or alleged untrue statement of a any material fact relating to contained, on the COMPANY or the STOCKHOLDERSeffective date thereof, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereofStatement, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation except to the extent that any such untrue statement (statements or alleged untrue statement) was omissions were made in, or omission (or alleged omission) occurred in, any preliminary prospectus in reliance upon and in conformity with written information furnished by the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT Company for inclusion use in the final prospectuspreparation thereof. As used herein, and such information was not so included "Person" means any individual, corporation, partnership, joint venture, limited liability company or properly deliveredother business enterprise or entity.