Common use of Indemnification Obligations of Purchaser Clause in Contracts

Indemnification Obligations of Purchaser. Purchaser, Serologicals and Chemicon shall, jointly and severally, indemnify and hold harmless Seller Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) the Assumed Liabilities; (b) any breach or inaccuracy of any representation or warranty made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; (c) any breach of any covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; or (d) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals in connection with this Agreement or Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 as to which Seller Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses".

Indemnification Obligations of Purchaser. PurchaserFrom and after the Closing, Serologicals and Chemicon shall, jointly and severally, Purchaser shall indemnify and hold harmless Seller Indemnified Parties the Stepxx Xxxreholders and their respective agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Stepxx Xxxemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and other judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: : (a) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Stepxx Xxxemnified Party that relate to the Assumed Liabilities; Purchaser or Stepxx xx the extent the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any action or inaction after the Closing Date of the Purchaser or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of Purchaser; (b) any breach or inaccuracy of any representation or warranty made by Purchaserrepresentation, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; (c) any breach of any warranty, covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals Purchaser in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Purchaser to Stepxx xx connection with the matters contemplated hereby or pursuant to the provisions hereof (the "Purchaser Ancillary DocumentDocuments"); or or (dc) any fraud, willful misconduct or misconduct, bad faith or any intentional breach of Purchaserany representation, Chemicon warranty, covenant, agreement or Serologicals undertaking made by Purchaser in connection with this Agreement or the Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller Indemnified Stepxx Xxxemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 8.2 as to which Seller Indemnified Stepxx Xxxemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Seller Stepxx Xxxses" and, together with Purchaser Losses, "Damages."

Indemnification Obligations of Purchaser. PurchaserFrom and after the Closing, Serologicals and Chemicon shall, jointly and severally, Purchaser shall indemnify and hold harmless the Seller and its officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller Indemnified Parties Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and other judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: : (a) the Assumed Liabilities; Obligations; (b) any breach and all actions, suits, claims, or inaccuracy legal, administrative, arbitration, governmental or other Proceedings or investigations against any Seller Indemnified Party that relate to the Purchaser or the Business to the extent the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any representation action or warranty made by inaction after the Closing Date of the Purchaser or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; ; (c) any breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals Purchaser in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Purchaser to the Seller in connection with the matters contemplated hereby or pursuant to the provisions hereof (the "Purchaser Ancillary DocumentDocuments"); or or (d) any fraud, willful misconduct or misconduct, bad faith or any intentional breach of Purchaserany representation, Chemicon warranty, covenant, agreement or Serologicals undertaking made by Purchaser in connection with this Agreement or the Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 8.2 as to which the Seller Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Seller Losses.".

Indemnification Obligations of Purchaser. PurchaserPurchaser shall indemnify, Serologicals and Chemicon shall, jointly and severally, indemnify defend and hold harmless Seller Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or Losses incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) by a Seller Indemnified Party arising out of or relating to: (a) Purchaser’s failure to perform, discharge or satisfy the Assumed Liabilities, provided, however, that Seller Indemnified Parties shall not be indemnified with respect to Losses arising with respect to any Non-Assignable Contract to the extent such Losses result from (i) Seller’s failure to take any lawful action under such Non-Assignable Contract before the assignment of such Non-Assignable Contract to Purchaser under Section 2.5 in accordance with Purchaser’s reasonable written instructions or (ii) Seller’s gross negligence or willful misconduct as it relates to performance under such Non-Assignable Contract before the assignment of such Non-Assignable Contract to Purchaser under Section 2.5 (for the avoidance of doubt, and without limiting the generality of the foregoing, the foregoing shall include any and all such Losses incurred by Shareholder under the Contracts set forth on Schedule 11.2(a)); (b) events or circumstances occurring or existing with respect to the ownership, operation and maintenance of the Business and the Assets after the Closing Date, except the Excluded Liabilities and except to the extent caused by Sellers’ breach of any representation, warranty, covenant or agreement of Sellers set forth in this Agreement; (c) any breach or inaccuracy (when made) of any representation or warranty made by Purchaser, Chemicon or Serologicals Purchaser in this Agreement or in any Purchaser Ancillary Closing Document; (cd) any breach of any covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals Purchaser in this Agreement or in any Purchaser Ancillary Closing Document; (e) the existence or use after Closing of any existing T-Chek drafts in inventory or currently held in the field by Customers or merchants of the Seller; (f) Purchaser’s failure to perform, discharge or satisfy its obligations as a subcontractor under the Scope of Work Supplier Permit Services Agreement between Deere & Company and X.X. Xxxxxxxx Worldwide, Inc., effective as of August 11, 2006; or (dg) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals in connection with this Agreement or Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller Indemnified Parties including, without limitation, (i) amounts paid in settlementthe Contracts set forth on Schedule 11.2(g) (the “Schedule 11.2(g) Contracts”) not being assigned to Purchaser on or after the Closing (which Schedule 11.2(g) Contracts shall be Non-Assignable Contracts), costs of investigation, reasonable attorneys' fees and expenses; (ii) any action or inaction of Seller or Shareholder to satisfy their obligations under Section 2.5 with respect to the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costsSchedule 11.2(g) as determined by the judge Contracts, or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) otherwise arising out of or relating to Purchaser’s inability to provide permitting-related products and services to any of its Customers after the expenses Closing as a result of Purchaser not having in place any Contract or License held by Seller prior to Closing and costs of any litigation necessary required in order for Purchaser to establish the merits provide such products and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 as to which Seller Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses"services.

Indemnification Obligations of Purchaser. PurchaserSubject to the provisions of Sections 9.3, Serologicals 9.4 and Chemicon shall9.5, Purchaser and Monro, jointly and severally, severally shall indemnify and hold harmless Sellers, Parent and their subsidiaries and affiliates, each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller Indemnified Parties Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) Losses arising out of or relating to: (a) any of the Assumed Liabilities, except to the extent such Assumed Liabilities constitute Purchaser Losses pursuant to Section 9.1(b) or 9.1(c); (b) any breach or inaccuracy of any representation or warranty made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; (c) any breach of any covenant, agreement or undertaking made by Purchaser, Chemicon Purchaser or Serologicals Monro in this Agreement or in any Purchaser Ancillary Document; or; (d) Purchaser's failure to (i) offer employment to those employees of the Business to whom it has agreed to offer employment as of the Closing Date in accordance with Section 5.7 hereto or (ii) make available the health plan benefits required by this Agreement; (e) the conduct of the Business after the Closing Date, except to the extent that any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals in connection with this Agreement or Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred Loss of the Seller Indemnified Parties including, without limitation, arising therefrom (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; is an Excluded Liability or (ii) results directly from facts or circumstances for which the expenses and costs Purchaser Indemnified Parties are entitled to indemnification from Sellers under Section 9.1; and (f) any third-party claims against Seller Indemnified Parties arising out of any litigation necessary to establish securities offering by Monro or Purchaser undertaken in connection with the merits and amount financing contemplated by Section 6.2(i); provided, however, that this shall not include any claims by Sellers or their Affiliates hereunder or otherwise based on a failure or a delay in the financing contemplated in Section 6.2(i). The Losses of any direct claim made by any the Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, Parties described in this Section 7.2 9.2 as to which the Seller Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Seller Losses.".

Indemnification Obligations of Purchaser. PurchaserFrom and after the Closing, Serologicals and Chemicon Purchaser shall, jointly subject to the limitations set forth in this Article 8 and severallyin accordance with the procedures set forth in Section 8.3, indemnify and hold harmless Seller the Sellers and Shareholders and each of their subsidiaries and affiliates, each of their respective officers, directors, shareholders, partners, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "SAI Indemnified Parties Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and other judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) the The Assumed LiabilitiesObligations; (b) any Any breach or inaccuracy of any representation or warranty made by Purchaser, Chemicon or Serologicals Purchaser in this Agreement or in any certificate, agreement, exhibit or schedule in connection with the matters contemplated hereby or pursuant to the provisions hereof (the "Purchaser Ancillary DocumentDocuments"); (c) Any fraud or any knowing and intentional breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or the Purchaser Ancillary Documents; or (d) Any breach of any covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals the Purchaser in this Agreement or in any Purchaser Ancillary Document; or (d) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals in connection with this Agreement or the Purchaser Ancillary Documents. The claims, liabilities, liabilities obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller SAI Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 8.2 as to which Seller the SAI Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as " SAI Losses."Seller Losses".

Indemnification Obligations of Purchaser. PurchaserFrom and after the Closing, Serologicals Purchaser and Chemicon shall, Parent shall jointly and severallyseverally indemnify, indemnify defend, reimburse, and hold harmless the Seller Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) Losses arising out of or relating to: (a) Purchaser’s failure to perform, discharge or satisfy the Assumed Liabilities, provided, however, that Sellers shall not be indemnified with respect to Seller Losses arising with respect to any Non-Assignable Contract to the extent Seller Losses result from Sellers’ failure to take any lawful action under such Non-Assignable Contract in accordance with Purchaser’s reasonable instructions; (b) any breach or inaccuracy of any representation or warranty made by Purchaser, Chemicon Purchaser or Serologicals Parent in this Agreement or in any Purchaser Ancillary Document;Document (for purposes of this Section 10.2(b), each such representation and warranty shall be read without reference to materiality or Material Adverse Effect for the purposes of determining whether there is a breach or inaccuracy and determining the amount of such Seller Losses); or (c) any breach of any covenant, agreement or undertaking made by Purchaser, Chemicon Purchaser or Serologicals Parent in this Agreement or in any Purchaser Ancillary Document; or (d) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals in connection with this Agreement or Purchaser Ancillary Documents. The claimsprovisions for indemnity contained in Section 10.2(b) shall become effective only in the event that the aggregate amount of all Seller Losses for which Purchaser and Parent are liable under this Article X exceeds [***] (the “Purchaser Basket”), liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred in which event Purchaser shall be responsible for the amount of such Seller Losses in excess of the Purchaser Basket; provided, however, that, with respect to Seller Losses for claims of indemnification pursuant to Section 10.2(b), the Purchaser and Parent shall not be liable for any individual or series of related Seller Losses which do not exceed [***] (the “Purchaser Mini-Basket”), and such Seller Losses shall not be counted toward the Purchaser Basket; and provided further, that claims for indemnification from Seller Losses relating to any inaccuracy or breach of the Fundamental Representations made by Purchaser and Parent or Fraud committed by Purchaser or Parent shall not be subject to the Purchaser Mini-Basket or the Purchaser Basket. The aggregate amount of Seller Losses for claims of indemnification pursuant to Section 10.2(b) will not exceed [***] (the “Purchaser Cap”); provided, however, that claims for indemnification relating to any inaccuracy or breach of the Fundamental Representations made by Purchaser and Parent or Fraud committed by Purchaser or Parent shall not be subject to the Purchaser Cap. The Losses of Seller Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 10.2 as to which Seller Indemnified Parties are entitled to indemnification are collectively referred to as "“Seller Losses"”.

Indemnification Obligations of Purchaser. PurchaserPurchaser hereby agree to indemnify, Serologicals and Chemicon shall, jointly and severally, indemnify defend and hold harmless Seller and its affiliates, officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnified Parties Parties”) from, against and in respect of any and all claims, liabilities, obligations, losses, damageslosses (whether or not involving a third party claim), costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' ’ fees and expenses) arising out of, relating to or in connection with any of or relating tothe following: (a) the Assumed Liabilities; (b) any the breach or inaccuracy of any representation or warranty made by Purchaser, Chemicon or Serologicals Purchaser in this Agreement or in any Purchaser Ancillary Documentof the Transaction Documents; (c) any the breach of any covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals Purchaser in this Agreement or in any Purchaser Ancillary Document; orof the Transaction Documents; (d) any fees, expenses or other payments incurred or owed by Purchaser to any brokers, financial advisors or other Persons retained or employed by or on behalf of Purchaser in connection with the transactions contemplated by this Agreement or any of the Transaction Documents; and (e) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals Purchaser in connection with this Agreement or Purchaser Ancillary any of the Transaction Documents. The claims, liabilities, obligations, losses, costs, expenses (including reasonable attorneys’ and accountants’ and other professionals’ fees and litigation expenses), penalties, fines fines, damages, shortages, assessments, tax deficiencies and judgments Taxes (at equity including interest and penalties thereon) incurred in connection with the receipt of indemnification payments (including interest or at lawpenalties thereon) arising from or in connection with any such matter that is the subject of indemnification under this Section 7, including statutory and common) and damages whenever arising whether or incurred not foreseeable, of the Seller Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 7 as to which the Seller Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "the “Seller Losses"”.

Indemnification Obligations of Purchaser. PurchaserSubject to the limitations ---------------------------------------- set forth in Sections 10.4 and 10.5 below, Serologicals from and Chemicon shallafter the Closing, jointly and severally, Purchaser shall indemnify and hold harmless Seller and its subsidiaries and affiliates, each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller Indemnified Parties Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and other judgments (at equity or at law, including statutory and common) and damages (collectively, the "Seller Losses") whenever arising or incurred (including including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (aA) the Any Assumed Obligation or any and all other liabilities of Purchaser of any nature whatsoever, except for Excluded Liabilities; (bB) Any and all actions, suits, claims, or legal, administrative, arbitration (other than arbitrations pursuant to Section 11.16 of this Agreement), governmental or other proceedings or investigations any Seller Indemnified Party that relate to Purchaser or the Business to the extent the principal event giving rise thereto occurred subsequent to the Closing Date or which result from or arise out of any action or inaction subsequent to the Closing Date of Purchaser or any affiliate, officer, director, employee, agent, representative or subcontractor of Purchaser; or (C) Any fraud, willful misconduct, bad faith or any breach (intentional or inaccuracy otherwise) of any representation or warranty made by Purchaserrepresentation, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; (c) any breach of any warranty, covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals Purchaser in this Agreement or in any Purchaser Ancillary Document; or (d) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals in connection with this Agreement or Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 as to which Seller Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses"Agreement.

Indemnification Obligations of Purchaser. PurchaserPurchaser shall indemnify, Serologicals save and Chemicon shallkeep harmless Seller, jointly its subsidiaries and severallyother Affiliates, indemnify its and hold harmless Seller Indemnified Parties fromtheir respective successors and permitted assigns, and its and their respective directors, officers, employees, agents and representatives against and in respect of any and from all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising Damages sustained or incurred (including amounts paid in settlement, costs by any of investigation and reasonable attorneys' fees and expenses) them resulting from or arising out of or relating toby virtue of: (a) any action, judgment, appeal, investigation or other proceeding related to any investigation by any governmental authority or other administrative agency into the Assumed Liabilitiesactivities of Purchaser or any of its Affiliates; (b) any breach lawsuit, administrative action or inaccuracy other proceeding by or on behalf of the shareholders of Purchaser or any representation or warranty made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Documentof its Affiliates; (c) any inaccuracy or breach of any covenant, agreement or undertaking representation and warranty made by Purchaser, Chemicon Purchaser or Serologicals the Principals in this Agreement or in any Purchaser Ancillary Document; orAgreement; (d) any fraud, willful misconduct breach of any agreement or bad faith covenant of Purchaser, Chemicon Purchaser or Serologicals the Principals contained in connection with this Agreement or any failure by Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments or the Principals to perform any of their respective obligations hereunder (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller Indemnified Parties including, without limitation, the obligations of Purchaser under this Article XI); (ie) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount Assumed Liabilities; any Liability of indemnification awarded by the judge Purchaser; or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount Liability of the indemnification sought Principals incurred after the Closing Date; (f) any Third-Party Claim resulting from or arising out of or by such Seller Indemnified Party virtue of the acts or omissions of Purchaser after the Closing Date, including, without limitation, the operation of the Business after the Closing Date; and (g) any debt or equity financing activity undertaken by Purchaser or the Principals to obtain funds for Purchaser's use in such proceeding and the amount consummation of indemnification awarded by the judge transactions contemplated herein (including, without limitation, the payment of the Purchase Price to Seller) or arbitrator in such proceeding, described in this Section 7.2 as to which Seller Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses"the operation of the Business after the Closing Date.

Indemnification Obligations of Purchaser. Purchaser, Serologicals and Chemicon shall, jointly and severally, Purchaser will indemnify and hold harmless Seller and Superfly and their officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller Indemnified Parties Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) the Assumed Liabilities; (b) any breach or inaccuracy of any representation or warranty made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; (c) any breach of any covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; or (d) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals in connection with this Agreement or Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller Indemnified Parties (including, without limitation, (i) amounts paid in settlement, costs of investigation, investigation and reasonable attorneys' fees and expenses; ) arising out of or relating to any of the following: (iia) the expenses and costs Assumed Liabilities; (b) the breach or inaccuracy of any litigation necessary to establish representation or warranty made by Purchaser in this Agreement or in any of the merits and amount Ancillary Documents; (c) the breach of any direct claim covenant, agreement or undertaking made by Purchaser in this Agreement or in any of the Ancillary Documents; (d) any fees, expenses or other payments incurred or owed by Purchaser to any brokers, financial advisors or other Persons retained or employed by Lenco or Purchaser in connection with the transactions contemplated by this Agreement or any of the Ancillary Documents; or (e) any fraud, willful misconduct or bad faith of Purchaser in connection with this Agreement or any of the Ancillary Documents. The claims, Liabilities, losses, costs, expenses (including reasonable attorneys' and accountants' and other professionals' fees and litigation expenses), penalties, fines, damages, shortages, assessments, Tax deficiencies and Taxes (including interest and penalties thereon) incurred in connection with the receipt of indemnification payments (including interest or penalties thereon) arising from or in connection with any such matter that is the subject of indemnification under this , whether or not foreseeable, of the Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, Parties described in this Section 7.2 as to which the Seller Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as the "Seller Losses.".

Indemnification Obligations of Purchaser. PurchaserSubject to the limitations set forth in this Article X, Serologicals and Chemicon shall, jointly and severally, Purchaser agrees to indemnify and hold harmless Seller Indemnified Parties and its Affiliates and their respective successors and assigns (all such Persons being collectively referred to as the "Seller Group") from, against against, for and in respect of any and all claimsLosses asserted against, liabilitiesrelating to, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising imposed upon or incurred (including amounts paid in settlementby Seller and/or any other member of Seller Group by reason of, costs of investigation and reasonable attorneys' fees and expenses) resulting from, based upon or arising out of or relating to: (a) any of the Assumed Liabilities; (b) any following: the breach or inaccuracy of any representation or warranty made by Purchaser, Chemicon of Purchaser contained in Article IV above; the breach or Serologicals nonperformance of any covenant or agreement of Purchaser contained in this Agreement Agreement; all Liabilities and obligations of Purchaser of any kind or in nature whatsoever (including, without limitation, obligations and Liabilities accruing under the Assumed Contracts after the Closing Date and the Assumed Liabilities and any Purchaser Ancillary Document; Liability relating to the Assets with respect to any period from and after the Closing Date), whether accrued, absolute, fixed, contingent, known or unknown, except for (ci) the Excluded Liabilities and (ii) any Liability arising from a breach by Seller of any covenantrepresentation, agreement warranty or undertaking made covenant hereunder; fraud by Purchaser, Chemicon Purchaser or Serologicals in this Agreement or in any Purchaser Ancillary Document; or (d) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals its Affiliates in connection with this Agreement or Purchaser Ancillary Documents. The and/or the transactions contemplated hereby; and the transfer of the third party data content described in Schedule 3.6(h)(iii); and all claims, liabilitiesactions, obligationssuits, lossesproceedings, costsdemands, expensesassessments, penaltiesjudgments, fines costs and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred expenses incident to any of the Seller Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 as to which Seller Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses"foregoing.

Indemnification Obligations of Purchaser. PurchaserSubject to Sections ---------------------------------------- 10.5 and 10.8, Serologicals Purchaser shall indemnify, defend, save and Chemicon shallkeep harmless Seller, jointly the Transferring Subsidiaries and severallytheir respective directors, indemnify officers, shareholders and hold harmless representatives and their successors and assigns (collectively, "Seller Indemnified Parties fromIndemnitees" and together with Purchaser Indemnitees, the "Indemnitees") against and in respect of any and from all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising Damages sustained or incurred (including amounts paid in settlement, costs by any of investigation and reasonable attorneys' fees and expenses) them resulting from or arising out of or relating toby virtue of: (a) any inaccuracy in or breach of any representation and warranty made by Purchaser in this Agreement or the Ancillary Agreements or in any document delivered to Seller in connection with this Agreement or the Ancillary Agreements; (b) any breach by Purchaser of, or failure by Purchaser to comply with, any of its covenants or obligations under this Agreement (including, its obligations under this Article X) or any of the Ancillary Agreements or any document delivered to Seller or any Transferring Subsidiary; (c) the Assumed Liabilities; (bd) subject to Section 2.3(g), any breach plant closing or inaccuracy of mass layoff by the Purchaser following the Closing which violates the WARN Act or any representation similar state, local or warranty made by Purchaser, Chemicon or Serologicals in this Agreement or in foreign law at any Purchaser Ancillary Document; (c) any breach of any covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Documentfacility related to the Business; or (de) any fraudacts or omissions of Purchaser after the Closing Date, willful misconduct or bad faith of including, Purchaser, Chemicon or Serologicals in connection with this Agreement or Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred 's operation of the Seller Indemnified Parties includingBusiness after Purchaser's acquisition thereof or relevant portion thereof, without limitation, (i) amounts paid except as set forth in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 as to which Seller Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses"2.3(g).

Indemnification Obligations of Purchaser. PurchaserFrom and after the Closing Date, Serologicals and Chemicon shall, jointly and severallyPurchaser shall defend, indemnify and hold Seller, its Affiliates, and each of their respective officers, directors, agents, employees and shareholders (collectively, "Seller Indemnitees"), harmless from and against any and all Damages which Seller Indemnified Parties fromIndemnitees may incur or suffer, against or with which any of them may be faced arising out of: (i) the storage, handling, use, marketing, advertising, promotion, distribution or sale of the Product by Purchaser and/or its Affiliates, sublicensees, distributors or agents in the Territory, the conduct of the Business by Purchaser and/or its Affiliates, sublicensees, distributors or agents in the Territory or Purchaser's ownership or use of the Purchased Assets, in each case on and after the Closing Date, including (A) liabilities for product liability and returned goods, (B) liabilities in respect of product warranty obligations or services and any returned Product sold, (C) governmental and all claimsnongovernmental chargebacks, liabilitiesrebates or discounts with respect to the Product, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity D) liabilities relating to errors and omissions or at lawclaims of design and other defects with respect to any Product sold, including statutory any clinical and common) and damages whenever arising non-clinical trials conducted on or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) after the Assumed LiabilitiesClosing Date by Purchaser; (bii) the breach by Purchaser or Guarantor of this Agreement including (A) any material inaccuracy in or material breach or inaccuracy of any representation or warranty made by Purchaser, Chemicon Purchaser or Serologicals Guarantor in this Agreement Agreement; provided, however, that (1) Purchaser shall not have any liability under this Section 11.02(a)(ii)(A) unless and until, and then only to the extent, the aggregate, cumulative amount of such Damages exceeds *** (the "Indemnity Deductible Amount"), and (2) in no event shall the aggregate, cumulative liability of Purchaser for Damages under this Section 11.02(a)(ii)(A) exceed ***; and provided further that Purchaser shall only have liability under this Section 11.02(a)(ii)(A) to the extent a Seller Indemnitee provides written notice to Purchaser of its claim for indemnification within the applicable period of limitations contemplated in Section 11.01(a), and (B) any material breach by Purchaser of, or in material failure by Purchaser or Guarantor to comply with, any Purchaser Ancillary Documentof their covenants or obligations pursuant to this Agreement, including those covenants and obligations which are a part of Purchaser's responsibility for the Assumed Liabilities; (c) any breach of any covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; or (d) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals in connection with this Agreement or Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs enforcement by Seller Indemnitees of their rights under this Section 11.02(a); (iv) Purchaser's material violation of any litigation necessary Applicable Law; and (v) arising out of or related in any way to establish the merits Assumed Liabilities (including Purchaser's failure to perform or in the due course pay and amount discharge any Assumed Liability); provided, however, that, in each such case, Purchaser shall not be liable hereunder to the extent such Damages arise from misconduct or negligence of, or a violation of any direct claim made Applicable Law by, Seller, its Affiliates, agents, employees or contractors, or from the breach by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding provisions of any of the Transaction Documents. Confidential Materials omitted and filed separately with the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 as to which Seller Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses"Securities and Exchange Commission. Asterisks denote omissions.