Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.

Indemnification of Buyer. Subject Without limiting any other rights that Buyer may have hereunder or under applicable law, Seller hereby agrees to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directorsassigns, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a an “Buyer Indemnified Party”) harmless from and against any and all damages, losses, claims, taxes, liabilities, obligationscosts, claimsexpenses and other amounts payable by, contingencies, damages, costs and expensesawarded against or incurred by any such Indemnified Party, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs disbursements (collectively, “Indemnified Amounts”), including losses in respect of investigation that uncollectible Purchased Leases (regardless of whether reimbursement therefor would constitute recourse to Seller) but excluding any Excluded Amounts, to the Buyer Party may suffer extent arising out of or incur as a result of (or relating claimed or alleged to be arising out of or as a result of): (a) any breach failure of any of the representations, warranties, covenants written representation or agreements warranty made by the Company or on behalf of Seller (or any officer of Seller) under or in connection with this Agreement or in the any other Transaction Documents Document to be true and correct when made or deemed made (it being understood that the Indemnified Amounts with respect to any breach of the representation and warranty set forth in Section 3.2.9 shall be limited to amounts necessary to restore to Buyer its after-tax yield on the transaction evidenced by the related Purchased Lease); (b) any action instituted against failure of Seller to comply on or before the Buyerrelated Purchase Date with any applicable law, rule or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, regulation with respect to any Purchased Lease or the nonconformity of any Purchased Lease on or before the transactions contemplated related Purchase Date with any applicable law, rule or regulation, or any failure of Seller to keep or perform any obligation, express or implied, arising or accrued with respect to any Purchased Lease on or before the related Purchase Date; (c) any failure of Seller to perform its covenants or other obligations under and in accordance with the provisions of this Agreement or any other Transaction Document; (d) any products liability, personal injury or damage suit or other similar claim arising out of or in connection with any Equipment that is the subject of any Purchased Lease; (e) any dispute, claim, offset or defense of any Obligor (other than any discharge in bankruptcy of such Obligor or any failure to appropriate by such Obligor) to the payment of any amount payable under any Purchased Lease (including, without limitation, a defense based on such Purchased Lease not being a legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms), or any other claim relating to the sale or performance of any goods, merchandise, insurance or services that are the subject of such Purchased Lease or the furnishing or failure to furnish such goods, merchandise, insurance or services; (f) the occurrence of any Insolvency Event with respect to Seller or Federal Signal, including, without limitation, any adversary proceeding or any contested matter arising in any insolvency proceeding, whether or not an Indemnified Person is a party thereto; (g) any failure of Buyer to acquire legal and equitable title to, and ownership of, any Purchased Lease (including the Collections thereon) free and clear of any Adverse Claim (except as created by this Agreement or any other Transaction Document); (h) any failure of Buyer to acquire a perfected, first-priority security interest in any Equipment leased under any Purchased Lease, free and clear of any Adverse Claim (except as created by this Agreement or any other Transaction Document), or any attempt by any Person to void such security interest under statutory provisions or common law or equitable action; or (i) the existence with respect to Equipment that constitutes fire trucks or other emergency response vehicles of any lien held by the Transaction Documents Pennsylvania Emergency Management Agency (unless such action is based upon PEMA) arising pursuant to its Volunteer Fire Company, Ambulance Services and Rescue Squad Assistance program; provided, however, that, if Buyer seeks indemnification from Seller for a breach of the representation and warranty set forth in Section 3.2.9, Seller may, in its absolute and sole discretion, repurchase the related Purchased Lease and all other related Purchased Assets for an amount equal to the Investment Balance of such Purchased Lease (such Investment Balance to be calculated as of the date of such repurchase) plus any additional amount necessary to restore to Buyer its after-tax yield on the transaction evidenced by such Purchased Lease through the date of such repurchase. If Seller elects to repurchase Purchased Assets pursuant to the preceding proviso, (i) Seller shall, on the related repurchase date, pay the related repurchase price by wire transfer of immediately available funds to an account designated by Buyer, (ii) Buyer shall, on such repurchase date, execute such documents and instruments of transfer or assignment and take such other actions as may be reasonably requested by Seller to effect the sale of such Purchased Assets to Seller and (iii) all obligations of Seller under this Section 7.1 with respect to such breach shall terminate automatically as of such repurchase date. All such Purchased Assets shall be reassigned by Buyer without recourse, representation or warranty of any kind. Buyer shall provide (or shall cause another Indemnified Party to provide) prompt written notice to Seller of any event or circumstance giving rise to an Indemnified Amount; provided, however, that any delay or failure to do so shall not limit Seller’s obligations under this Section 7.1. If Seller pays or provides to Buyer’s representationssatisfaction for payment under this Section 7.1, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company Seller shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action control indemnity defenses and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentssettle indemnity claims.

Indemnification of Buyer. Subject to the limitations and other provisions of this Section 4.7set forth in Sections 9.04 and 9.06, the Company will indemnify Seller shall indemnify, defend and hold the harmless Buyer and each of its directorssubsidiaries, officers, shareholdersdirectors, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)employees, and the directors, officers, shareholders, agents, members, partners or employees shareholders (each an “Indemnitee” and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a collectively “Buyer PartyIndemnitees”) harmless from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, obligations, claims, contingencies, damagesinterest and penalties, costs and expensesexpenses (including, including all judgmentswithout limitation, amounts paid in settlements, court costs and reasonable attorneys’ legal fees and costs disbursements incurred in connection therewith and in seeking indemnification therefore, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment), whether or not involving a third-party claim, (collectively “Indemnifiable Losses”) resulting from or incurred by any Indemnitee with respect to any of investigation that any the Buyer Party may suffer or incur as a result of or relating to following: (a) any breach of any representation or warranty of Seller contained in this Agreement, the Disclosure Schedule, the Purchase Price Adjustment Schedule or the officers’ certificate in the form of Exhibit B, as of the representations, warranties, covenants or agreements made by the Company in date of this Agreement and as of the Closing Date (without giving effect to any qualification as to materiality contained or incorporated in the other Transaction Documents such representation or warranty); (b) any action instituted against breach of any covenant or obligation of Seller contained in this Agreement; (c) any failure by Seller to satisfy, perform, pay, discharge or resolve any liabilities and obligations of, or claims against, Seller not included within the BuyerAssumed Liabilities; and (d) any Liability (other than the Assumed Liabilities) to which the Buyer or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to the Retained Assets, or any of its Affiliates, by Liability related to Terminated Employees or any stockholder of the Company who is not an Affiliate of the Buyer, Liability with respect to any of the transactions contemplated New Buyer Employees not expressly assumed by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.

Indemnification of Buyer. Subject In addition to, and not by way of limitation of, Buyer’s rights otherwise provided in this Purchase Agreement or in any other document delivered in connection with the transactions contemplated hereby, or under applicable law, and subject to the provisions terms and conditions of this Section 4.7Article 7, the Company will Seller agrees to defend, indemnify and hold the harmless Buyer and its subsidiaries and each of their respective directors, officers, shareholdersemployees, membersagents and Affiliates (collectively, partnersthe “Buyer Group”) from and against any loss, employees and agents (and liability, damage or expense suffered, incurred or paid by any other Persons with a functionally equivalent role member of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to Group after Closing: (a) any breach of any of which would not have been suffered, incurred or paid if all the representations, warranties, covenants or and agreements made by the Company of Seller in this Agreement Purchase Agreement, the Related Agreements, or in any other instrument or document furnished to Buyer in connection with the other Transaction Documents or transactions contemplated hereby had been (with respect to representations and warranties) true, complete and correct and had been (with respect to covenants and agreements) fully performed and fulfilled; (b) as a result of any claim, action instituted or proceeding asserted or brought against any member of the Buyer, Buyer Group or any of such member’s assets (including, without limitation, the Purchased Assets) which arises, in whole or in part, out of or in connection with Seller’s conduct of its Affiliatesbusiness before or after the Closing, including, without limitation, any claim, action or proceeding relating to Seller’s failure to perform under any agreement or commitment, the termination of any employee, agent, dealer or distributor or any breach of warranty (including, without limitation, any claim, action or proceeding arising at any time whatsoever in connection with the purchase or use of any Purchased Asset sold by Seller to Buyer hereunder but excluding the Assumed Liabilities); (c) as a result of any stockholder claim, action or proceeding asserted against any member of the Company who is Buyer Group or any of such member’s assets with respect to any liability or alleged liability of Seller not an Affiliate specifically assumed by Buyer under this Purchase Agreement; (d) as a result of any claim, action or proceeding asserted or brought against any member of the BuyerBuyer Group or any of such member’s assets which arises out of, or in connection with, Seller’s failure to pay, promptly and when due, any amount owing, in whole or in part, whether before or after the Closing, with respect to Seller’s business, whether due or to become due, accrued or contingent, known or unknown (other than the Assumed Liabilities) (e) as a result of any claim, action or proceeding asserted or brought against any member of the Buyer Group or any of such member’s assets which arises out of or in connection with Seller’s failure to pay, promptly and when due, any Tax, fee or other charge which shall become due or shall have accrued (i) on account of Seller’s use, acquisition, ownership or sale of any of the Purchased Assets or (ii) on account of the transactions contemplated by the Transaction Documents hereby; and (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees f) for all costs and expenses of such counsel shall be at the expense (including, without limitation, reasonable attorneys’ fees) incurred by any member of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company Group in writingconnection with any action, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a lossproceeding, claim, damage assessment or liability is attributable judgment incident to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentsforegoing matters.

Indemnification of Buyer. Subject (a) Seller agrees to indemnity and hold Buyer, its successors and assigns, harmless from and against: (1) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising out of or related to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 operation of the Securities Act and Section 20 Business or to ownership of the Exchange Act)Assets by Seller prior to the Closing. Such claims, liabilities and obligations include, but are not limited to, products liability claims, claims or liabilities arising out of the directorsuse or storage by Seller, officersor the presence on the Real Estate, shareholdersof any Hazardous Substances, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingenciesliabilities and obligations arising or required to be performed prior to the Closing under any contract, agreement, lease or instrument assumed by Buyer, except for performance of those Business Agreements and the Permitted Exceptions. (2) Any and all damage or deficiency resulting from any misrepresentation, breach of warranty, or nonfulfillment of any agreement on the part of Seller under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Buyer pursuant to this Agreement or in connection with any of the transactions contemplated hereby. (3) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any the incurred by Buyer Party may suffer or incur as a result of Seller's failure or relating refusal to (a) compromise or defend any breach of any of claim incident to the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or foregoing provisions. (b) If any action instituted claim or liability shall be asserted against the Buyer, or any of its Affiliates, Buyer which would give rise to a claim by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants Buyer against Seller for indemnification under the Transaction Documents or any agreements or understandings the provisions of this section, Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify Seller in writing of the Company in writingsame, and the Company shall have the right to assume the defense thereof with counsel of Seller shall, at its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in expense, compromise or defend any such action claim; provided, however, that Buyer may, at its own cost and participate expense, join and cooperate with Seller in the defense thereof, but the fees and expenses of defending or compromising such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.

Indemnification of Buyer. Subject to the provisions Except as provided in Section 8.4, Seller shall indemnify and hold harmless Buyer and each officer, director and Affiliate of this Section 4.7Buyer, including without limitation, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 successor of the Securities Act and Section 20 of Company (collectively, the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer PartyIndemnified Parties”) harmless from and against any and all damages, losses, claims, liabilities, obligationsdemands, claimscharges, contingenciessuits, damagespenalties, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), which any of investigation that Buyer Indemnified Parties may sustain, or to which any the of Buyer Party Indemnified Parties may suffer or incur as a result be subjected, arising out of or relating to (a1) any misrepresentation, breach or default by Seller or the Company of any of the representations, warrantiescovenants, covenants conditions, agreements or agreements made by the Company in other provisions of this Agreement or any agreement or document executed in the other Transaction Documents connection herewith by Seller or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate (provided that, solely for purposes of determining the Buyer, with respect to any amount of the transactions contemplated Indemnifiable Costs suffered by the Transaction Documents (unless such action is based Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Buyer’s representations, warranties or covenants under the Transaction Documents Company or any agreements or understandings of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) alleged basis for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extentlitigation, but only to the extent that it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a lossbreach or violation of any representation or warranty; (4) any liability arising under ERISA or other Requirements of Laws with respect to the operation of, claimor in connection with the termination of, damage any Employee Benefit Plan listed on Schedule 3.24 prior to Closing, including any claims, Taxes, fines, fees or assessments associated therewith; (5) any claims or liability is attributable to any Buyer Party’s breach against the Company known at the time of any signing of the representationsAgreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, warrantiesabandoned or residual property); (6) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, covenants concurrent, active or agreements made by passive) or other fault or strict liability on the Buyer Party in this Agreement or in the other Transaction Documentspart of Buyer.

Indemnification of Buyer. Subject From and after the Closing and subject to the provisions of limitations contained in this Section 4.7Article XI, the Company Seller Parties, jointly and severally, will indemnify Buyer, its Affiliates and hold the Buyer and its each of their respective officers, directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officersemployees, shareholders, agents, membersRepresentatives, partners or employees Affiliates and successors and assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (eachcollectively, a the “Buyer PartyIndemnified Parties”) and hold the Buyer Indemnified Parties harmless from any and against all damages, losses, liabilitiesout-of-pocket expenses, Liabilities, deficiencies, obligations, claimsjudgments, contingenciesinterest, awards, penalties, fines, fees, costs to enforce indemnification or other damages, costs including reasonable and expenses, including all judgments, amounts paid in settlements, court costs and reasonable documented attorneys’ fees and costs of investigation court costs, (collectively, “Damages”) that any the Buyer Party may suffer Indemnified Parties have incurred arising out of: (a) any inaccuracy in or incur breach of any representation or warranty of the Seller contained in this Agreement or in any certificate delivered by the Seller or on behalf of the Seller pursuant to this Agreement (other than any of the Fundamental Representations and Warranties); (b) any inaccuracy in or breach of the Fundamental Representations and Warranties; (c) any Indemnified Taxes; (d) any Damages arising out of the matters set forth on part (b) of Schedule 7.05; (e) any Damages arising from any Non-Assumed Contract that is not listed on Schedule 11.01, but only so long as none of Buyer or any of its Affiliates (including the Acquired Companies) knowingly utilizes or benefits from such Non-Assumed Contract following the Closing; (f) any Damages arising from any Non-Assumed Contract that is listed on Schedule 11.01, but only so long as none of Buyer or any of its Affiliates (including the Acquired Companies) knowingly utilizes or benefits from such Non-Assumed Contract following the Closing; (g) any Damages arising from a result Third Person Claim made pursuant to Section 11.06(b) arising out of or relating to the operation of the Acquired Companies prior to the Closing so long as such claim is not made at the direct or indirect solicitation or encouragement of any Buyer Indemnified Party; (ah) any Indebtedness of the Acquired Companies, to the extent not paid in full at or prior to Closing; (i) obligations of the Company arising under the Lease that are accrued and unsatisfied as of the termination or expiration of the Lease; (j) any Damages arising out of any Actions set forth on the Schedules corresponding to Article IV, Article V and Section 9.01(h); (k) any Damages arising from breach of any Assumed Contracts that have accrued prior to Closing; and (l) any breach of any covenant or obligation of the representations, warranties, covenants or agreements made by the Company Seller contained in this Agreement or (other than as described in the other Transaction Documents or (b) any action instituted against the Buyer, or any foregoing parts of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasancethis Section 11.01). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.

Indemnification of Buyer. Subject Seller, on behalf of itself and its successors and assigns, hereby agrees to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its Affiliates, shareholders, directors, partners, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersemployees, agents, membersrepresentatives and successors, partners or employees permitted assigns of Buyer and their respective Affiliates (the "Buyer Indemnified Parties") and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) save and hold them harmless from and against and, subject to the terms of SECTION 13.4 below, pay on behalf of or reimburse the Buyer Indemnified Parties as and when incurred for any and all losses, liabilities, obligationsdemands, claims, contingenciesactions, causes of action, assessments, losses, costs, damages, costs deficiencies, taxes, fines or expenses (whether or not arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and expenses, including all judgments, amounts paid in settlementsinvestigation, court costs and reasonable attorneys’ fees and costs defense or settlement of investigation that any of the foregoing (collectively, "Losses"), which any Buyer Indemnified Party may suffer suffer, sustain or incur as a result become subject to, in connection with, incident to, resulting from or arising out of or in any way relating to or by virtue of: (a) Any misrepresentation or breach of warranty on the part of Seller under Article 4 of this Agreement or any misrepresentation in or omission from any of the representations, warranties, statements, schedules and exhibits, certificates, Disclosure Letter (as update prior to Closing pursuant to SECTION 6.5) or other instruments or documents furnished to Buyer by Seller made in or pursuant to this Agreement; (b) Any nonfulfillment or breach of any covenant or agreement on the part of Seller or its subsidiaries under this Agreement; provided that Buyer promptly notify Seller of any such nonfulfillment or breach upon Buyer obtaining actual knowledge of such breach or nonfulfillment; (c) Any action, demand, proceeding, investigation or claim by any third party (including any Governmental Body) against or affecting any Buyer Indemnified Party 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, agreements or covenants of Seller; (d) Any claim for payment of fees and/or expenses as a broker or agreements made finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon any alleged agreement between the claimant and Seller or any of Seller's Affiliates; (e) Any claims or Losses relating, directly or indirectly, to (i) any audit or investigation of the Subsidiaries or the Business by the Company Xxxxx Xxx Agency (or its Affiliates) for any period prior to the Closing Date, (ii) Seller's agreement and obligations under SECTION 8.5(b) hereof or (iii) other than liabilities specifically accrued for, reflected in the Closing Balance Sheets and reflected in the calculation of the Final Net Tangible Book Value, any Employee Benefit Plans of the Business, Seller, the Subsidiaries or their respective Affiliates which claims or Losses relate, in any manner, to periods prior to the Closing; or (f) The Excluded Businesses, the Excluded Assets or the Retained Music Business, regardless of (A) when such Loss arises or (B) whether such Loss relates to periods before or after the Closing. The rights of the Buyer Indemnified Parties to indemnification under parts (b), (d), (e) or (f) of this SECTION 13.2 shall apply notwithstanding that the matter in question may be disclosed in the Disclosure Letter, in this Agreement or in any document entered into in connection with the other Transaction Documents or (b) any action instituted against the BuyerContemplated Transaction, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to the subject of, excluded from or beyond the scope of any representation or warranty of Seller in this Agreement. In addition to Buyer's right to indemnification hereunder, the Buyer Party shall promptly notify the Company in writing, and the Company shall also have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable pursue any remedies at equity that may be available to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate it in the defense thereof, but the fees and expenses event of such counsel shall be at the expense a Breach of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsAgreement.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directors, the Surviving Corporation and ------------------------ their respective subsidiaries and affiliates and persons serving as officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees thereof (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (eachindividually, a “"Buyer Indemnified ----------------- Party”" and, collectively, the "Buyer Indemnified Parties") shall be indemnified ----- ------------------------- and held harmless from the Escrow Account from and against any and all lossesdamages, liabilities, obligationslosses, claimsTaxes, contingenciesfines, damagespenalties, costs and expensesexpenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all judgments, amounts paid in settlementsinvestigation, court costs and reasonable attorneys’ fees and costs defense or settlement of investigation that the foregoing) which may be sustained or suffered by any the Buyer Party may suffer or incur as a result of them arising out of or relating to based upon any of the following matters: (a) any Fraud, intentional misrepresentation or a deliberate or willful breach by the Company of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in any Schedule attached hereto; (b) Any other breach of any representation, warranty or covenant of the Company under this Agreement or in any Schedule attached hereto, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing constituting a breach of such representations, warranties or covenants; (c) The Company's failure to obtain the agreement of any Option Holder(s) to the amendment or termination of such Option Holder(s)'s Incentive Stock Options and Non-Qualified Stock Options to permit treatment as set forth in Section 1.05(b)(ii) hereof; and (d) The HIG Dispute, including, without limitation, any loss resulting from any settlement, litigation, arbitration award or judgment and legal fees and expenses and other Transaction Documentsprofessional fees related thereto.

Indemnification of Buyer. Subject to From and after the provisions of this Section 4.7Closing Date, the Company will Seller and Parent shall, jointly and severally, protect, defend, hold harmless and indemnify and hold the Buyer and Buyer, its officers, directors, officersmembers, managers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)employees, and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons their respective successors and assigns (each, a “"Buyer Indemnified Party”") harmless from and against any and all claims, losses, liabilities, obligationsdeficiencies, claimspenalties, contingenciesfines, damages, costs (including, but not limited to, damages on account of personal injury or death, property damage or natural resources damages), fees, costs, and expensesexpenses whatsoever (including without limitation, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' consultants', engineering and other professional fees and disbursements, costs of investigation investigation, monitoring and remediation, costs of litigation, settlement and judgment and interest) (collectively, the "Losses") that may be suffered or incurred by any of them arising from or by reason of any of the Buyer Party may suffer or incur as a result of or relating to following: (a) any breach of any of the representations, warranties, covenants representations or agreements warranties made by the Company Seller or Parent in Article II or contained in any certificate executed by Seller or Parent and delivered to Buyer in connection with this Agreement; (b) any material breach of any covenant or agreement made by Seller or Parent in this Agreement or any other document or agreement executed by Seller or Parent and delivered to Buyer in the other Transaction Documents or connection with this Agreement; (bc) any action instituted against and all costs and expenses (including without limitation, reasonable legal fees and accounting fees) incident to the Buyerenforcement of the provisions of this Section 6.1, provided a court of competent jurisdiction shall rule conclusively that Seller or Parent did not comply with such provisions; (d) the non-compliance of Seller with the provisions of any applicable bulk sales, tax, or any of its Affiliates, by any stockholder similar act governing the purchase and sale of the Company who is not an Affiliate of the Buyer, with respect to Purchased Assets; and (e) any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable Losses relating to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel Excluded Assets or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsExcluded Liabilities.

Indemnification of Buyer. Subject For a period of two years after the Closing Date, Seller and each of the other Control Parties, jointly and severally, but subject to the provisions of this Section 4.7limitation set forth below, the Company will agree to indemnify and hold the Buyer Buyer, Prime and its directorseach of Prime's and Buyer's respective representatives, officers, shareholdersdirectors, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)employees, and affiliates (collectively, the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “"Buyer Party”Indemnified Parties") harmless from and against any and all damages, losses, claims, liabilities, obligationsdemands, claimscharges, contingenciessuits, damagespenalties, costs costs, and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, "Indemnified Costs") in connection with the commencement or assertion of investigation that any action, proceeding, demand, or claim by a third party (collectively, a "third-party action") which any of the Buyer Party Indemnified Parties may suffer sustain, arising out of, or incur as a result of or relating to with respect to, (ai) any breach or default by Seller or any of the other Control Parties of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel contained in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writingTransaction Document, (ii) the Company has failed after a reasonable period of time any obligations or any liabilities to assume such defense and to employ counsel any finder, broker or sales agent engaged or retained by Seller or another Control Party, (iii) in such action there isany debts, in liabilities or obligations of Seller (iv) any debts, liabilities or obligations of any Control Parties with respect to the reasonable opinion of such separate counselAssets or business conducted utilizing the Assets, a material conflict on (v) any material issue between act or omission by Seller that occurred prior to the position of the Company and the position of the Buyer PartyClosing, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iivi) to the extent, but only to the extent that a loss, claim, damage any act or liability is attributable to any Buyer Party’s breach of omission by any of the representations, warranties, covenants Control Parties that relates to the Assets or agreements made by business conducted utilizing the Buyer Party Assets and occurred prior to the Closing. Regardless of anything contained in this Agreement or to the contrary, Seller's indemnification liability shall be limited to an amount equal to the purchase price and each of the Control Parties' indemnification liability shall be limited to an amount equal to $24,000.00 for ROBERT BALL, M.D., $1,728,000.00 xxx XLA and $648,000.00 for CAHS, and in no case shall the other Transaction Documentscollective liability of the Seller and Control Parties be greater than the purchase price.

Indemnification of Buyer. Subject to the provisions Except as provided in Section 8.4, Seller shall indemnify and hold harmless Buyer and each officer, director and Affiliate of this Section 4.7Buyer, including without limitation, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 successor of the Securities Act and Section 20 of Company (collectively, the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer PartyIndemnified Parties”) harmless from and against any and all damages, losses, claims, liabilities, obligationsdemands, claimscharges, contingenciessuits, damagespenalties, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), which any of investigation that Buyer Indemnified Parties may sustain, or to which any the of Buyer Party Indemnified Parties may suffer or incur as a result be subjected, arising out of or relating to (a1) any misrepresentation, breach or default by Seller or the Company of any of the representations, warrantiescovenants, covenants conditions, agreements or agreements made by the Company in other provisions of this Agreement or any agreement or document executed in the other Transaction Documents connection herewith by Seller or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate (provided that, solely for purposes of determining the Buyer, with respect to any amount of the transactions contemplated Indemnifiable Costs suffered by the Transaction Documents (unless such action is based Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Buyer’s representations, warranties or covenants under the Transaction Documents Company or any agreements or understandings of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) alleged basis for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extentlitigation, but only to the extent that it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a loss, claim, damage breach or violation of any representation or warranty; (4) any claims or liability is attributable to any Buyer Party’s breach against the Company known at the time of any signing of the representationsAgreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, warrantiesabandoned or residual property); (5) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, covenants concurrent, active or agreements made by passive) or other fault or strict liability on the Buyer Party in this Agreement or in the other Transaction Documentspart of Buyer.

Indemnification of Buyer. (a) Subject to the provisions of this Section 4.77.1, Seller and the Company will Shareholder shall, jointly and severally, indemnify and hold the Buyer and its Affiliates and their respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title)collectively, each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer PartyIndemnitees”) harmless from and against: (i) Any loss, liability, claim or damage (A) arising out of or related to the Excluded Assets or Retained Liabilities, (B) resulting from the breach (or any third party claim that, if true, would constitute a breach) of any representation or warranty, or any misrepresentation by Seller or the Shareholder set forth in this Agreement or the Transaction Documents or (C) any breach (or any third party claim that, if true, would constitute a breach) of any covenant of Seller or the Shareholder set forth in this Agreement or the Transaction Documents, in any case whether or not arising out of any claim from any third party; and (ii) Any cost or expense, including reasonable attorneys’ fees and all expenses (except when Seller and/or the Shareholder are defending the claim in accordance with Section 7.3), of the Buyer Indemnitees incident to a loss, liability, claim or damage for which the Buyer Indemnitees are indemnified pursuant to Section 7.2(a)(i), in any case whether or not arising out of any claim from any third party. (b) Notwithstanding the foregoing, Seller and the Shareholder shall not be liable under clause (B) of Section 7.2(a)(i) above until the aggregate amount of losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the expenses incurred by Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Partyexceeds US $ , in which case the Company Buyer shall be responsible for entitled to recover the reasonable fees full amount of such losses, liabilities, claims, damages, costs and expenses from dollar one; provided, however, that this US $ threshold shall not apply to representations and warranties made pursuant to Section 4.1(a) (Organization and Standing), Section 4.1(b) (Authority), 4.1(k) (Taxes) and 4.1(m) (Title). Notwithstanding anything herein to the contrary, the aggregate amount of no more than one such separate counsel. The Company will not losses, liabilities, claims, damages, costs and expenses that Seller and the Shareholder shall be liable to any Buyer Party for under this Agreement clause (iB) for any settlement by the Buyer Party effected without the Company’s prior written consent, which of Section 7.2(a)(i) above shall not be unreasonably withheld or delayed; or (ii) to exceed the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsPurchase Price.

Indemnification of Buyer. Subject to the provisions of this Section 4.74(i), the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the BuyerBuyer Parties in any capacity, or any of its them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of the Buyersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer such Purchaser Party may have with any such stockholder or any violations by the Buyer such Purchaser Party of state or federal securities laws or any conduct by the Buyer such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Buyer Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by the Company in writing, (iiy) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Purchaser Party under this Agreement (i1) for any settlement by the Buyer a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company Seller will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title), each Person person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants covenants, or agreements made by each of Seller and the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the BuyerPurchaser Parties in any capacity, or any of its Affiliatesthem or their respective affiliates, by any stockholder of the Company who is not an Affiliate affiliate of the Buyersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyersuch Purchaser Party’s representations, warranties warranties, or covenants under the Transaction Documents or any agreements or understandings the Buyer such Purchaser Party may have with any such stockholder or any violations by the Buyer such Purchaser Party of state or federal securities laws or any conduct by the Buyer such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer such Purchaser Party shall promptly notify the Company Seller in writing, and the Company Seller shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer such Purchaser Party. Any Buyer Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company Seller in writing, (ii) the Company Seller has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company Seller and the position of the Buyer such Purchaser Party, in which case the Company Seller shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company Seller will not be liable to any Buyer Purchaser Party under this Agreement (iy) for any settlement by the Buyer a Purchaser Party effected without the CompanySeller’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Purchaser Party’s 's breach of any of the representations, warranties, covenants covenants, or agreements made by the Buyer such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 7.16 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Seller or others and any liabilities the Seller may be subject to pursuant to law.

Indemnification of Buyer. Subject to the provisions of this Section 4.7Seller, the Company will Members and the Principals covenant and agree with Buyer that they jointly and severally shall reimburse, defend, indemnify and hold the Buyer harmless Buyer, its affiliates and its their respective officers, directors, officers, shareholders, members, partnersagents, employees and agents stockholders (collectively, the “Buyer Indemnified Parties”) from and against any other Persons liability, loss, damage or expense (including, but not limited to, reasonable attorneys’ and accountants’ fees and expenses), whether or not resulting from third party claims, suffered by any of the Buyer Indemnified Parties, which exists, arises out of or results from: (i) any untruth, inaccuracy, breach or omission of, from or in, the representations and warranties made to Buyer herein or in any agreement or certificate provided in connection with a functionally equivalent role this Agreement, or any nonfulfillment of a Person holding such titles notwithstanding a lack any covenant or agreement of Seller, the Members or the Principals under this Agreement or any of the Exhibits hereto; (ii) any liability or obligation of Seller, the Members or the Principals that is not an Assumed Liability; (iii) any claim by any third party that the transactions contemplated by this Agreement interfere with, or otherwise violate any right of such title third party; (iv) any fees, expenses or other payments incurred or owed by Seller, the Members or the Principals to any other title)attorneys, each Person who controls accountants, brokers or comparable third parties retained or employed by it in connection with closing the transactions contemplated by this Agreement; (v) any failure to comply with any applicable statutory provisions relating to bulk sales and transfers or tax clearances, if applicable; (vi) any claim made by any third party alleging facts which, if true, would entitle any of the Buyer Indemnified Parties to indemnification pursuant to this Section 8.1; or (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other titlevii) of such controlling persons (each, a “Buyer Party”) harmless from any and all lossesactions, liabilities, obligationssuits, claims, contingenciesproceedings, damagesinvestigations, audits, demands, assessments, fines, judgments, costs and expensesother expenses (including, including all judgmentswithout limitation, amounts paid in settlements, court costs reasonable audit and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (alegal fees) any breach of incurred by any of the representationsBuyer Indemnified Parties resulting from the circumstances described in Sections 8.1(i) through (vi) above; provided, warrantieshowever, covenants or agreements made by that Seller, the Company in this Agreement or in Members and the other Transaction Documents or Principals shall be required to indemnify and hold harmless under Sections 8.1(i), (bii), (iv), (v), (vi) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, and (vii) with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representationsliability, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any expense incurred by Buyer Party’s breach Indemnified Parties only if the aggregate amount of any liability, loss, damage or expense suffered by Buyer Indemnified Parties exceeds $50,000, but if in excess of $50,000, then for the representationsentire amount of such liabilities, warrantieslosses, covenants damages or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentsexpenses without deduction.

Indemnification of Buyer. Subject to the provisions of this Section 4.7Sellers and Parent, the Company will jointly and severally, covenant and agree with Buyer that they shall reimburse and indemnify and hold the Buyer and its respective members, managers, directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersemployees, agents, members, partners or employees affiliates and subsidiaries and assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”the "BUYER INDEMNIFIED PARTIES") harmless from from, against and in respect of any and all lossesactions, suits, claims, interest, penalties, proceedings, investigations, audits, demands, losses (direct or indirect), liabilities, obligationsdamages, claimsassessments, contingenciesfines, damagesjudgments, costs and expensesexpenses (including, including all judgmentswithout limitation, reasonable attorneys' fees) (collectively, "CLAIMS") incurred by any of the Buyer Indemnified Parties that result from: (a) any inaccuracy in or breach of any representations or warranties made by the either Seller or Parent in this Agreement, the Exhibits, the Schedules or any written certificate furnished to Buyer by or on behalf of either Seller or Parent pursuant to this Agreement (disregarding, for purposes of this Section 10.1, any materiality qualifiers set forth therein); (b) any nonfulfillment of any covenant or agreement of either Seller or Parent under this Agreement or the agreements and instruments contemplated herein; (c) any liabilities and obligations of either Seller, Parent or the Station that are not Assumed Liabilities (hereinafter, "RETAINED LIABILITIES"); (d) the operation or ownership of the Station or the Purchased Assets prior to the Closing (except, following the Closing, for the Assumed Liabilities); (e) any Taxes, payments, claims or accruals for salaries, wages, bonuses, vacation, sick pay, amounts paid payable under Station Employee Benefit Plans, or otherwise to employees or agents of Sellers, and other liabilities and obligations of Sellers, in settlementseach case relating to and incurred with respect to the periods on or prior to the Closing Date, court costs whether or not due or payable on or prior to the Closing Date (except, following the Closing, for the Assumed Liabilities); (f) any claims or litigation matters which relate or are due to the conduct of Sellers, Parent or the Station on or prior to the Closing Date, including, without limitation, the claims described in SCHEDULE 4.14 hereto; (g) the failure to comply with statutory provisions relating to bulk sales and reasonable attorneys’ fees and costs of investigation that transfers, if applicable; (h) any fees, expenses or other payments incurred or owed by Sellers or Parent pursuant to Section 12.5 hereof or to any brokers or comparable third parties retained or employed by them or their affiliates in connection with the transactions contemplated by this Agreement; (i) any claims made by a third party alleging facts which, if true, would entitle any Buyer Indemnified Party may suffer or incur as a result of or relating to indemnification pursuant to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or through (bh) above; (j) any action instituted against the Buyerfailure of either Seller or Parent to comply with its obligations under this Section 10.1; or (k) any fees or expenses (including without limitation, or any of its Affiliates, reasonable attorneys' fees) incurred by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of enforcing its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except rights hereunder to the extent that (i) the employment thereof has been specifically authorized by the Company such Buyer Indemnified Party prevails in writing, (ii) the Company has failed after a reasonable period of time to assume enforcing such defense and to employ counsel rights. The amounts for which Sellers or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company Parent shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for Section 10.1 shall be net of any settlement by insurance proceeds paid to Buyer Indemnified Parties in connection with the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) facts giving rise to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach right of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentsindemnification.

Indemnification of Buyer. (a) Subject to the other provisions of this Section 4.7Article IX, from and after the Company will indemnify Closing Date, each Seller shall severally (and not jointly) and pro rata in accordance with such Seller’s Indemnity Percentage, indemnify, defend and hold the harmless Buyer and its Affiliates and each of their respective past, present and future directors, officersofficers and employees (collectively, shareholders, members, partners, employees the “Buyer Indemnitees”) from and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)against, and the directorsreimburse any Buyer Indemnitee for claims, officerscosts, shareholdersexpenses, agentslosses, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all lossesdamages, liabilities, obligationsawards, claims, contingencies, damagesjudgments, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ and consultant fees and costs of investigation expenses) (“Damages”) that any the such Buyer Party Indemnitee may suffer or incur as a result incur, or become subject to, relating to, resulting from or arising out of or relating to the following (awithout duplication): (i) any the breach of any representations or warranties made by Company in Article II or Sellers in Article III as of the representationsdate hereof or as of the Closing Date as though made at and as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, warrantiesas of such date) or in any other document delivered pursuant to Section 1.2, in each case without giving effect to any “Material Adverse Effect” or “materiality” qualifications contained in such representations and warranties (other than Section 2.8(iii)); (ii) the breach or failure by Company or any Seller to perform, or cause to be performed, any of its covenants or agreements made by the Company obligations contained in this Agreement or in the any other Transaction Documents or document delivered pursuant to Section 1.2; (biii) any action instituted proceeding against the Buyer, or any of its Affiliates, Buyer by any stockholder holder or purported holder of the Company who is not an Affiliate Common Stock or other securities of the BuyerCompany, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representationsin their capacity as such, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that based on facts or circumstances occurring at any time before the Closing (ibut not including any such proceedings relating to the enforcement of rights hereunder); (iv) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayedMortgage Repurchase Claims; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.v)

Indemnification of Buyer. (a) Subject to the other provisions of this Section 4.7Article 9, from and after the Company will indemnify Closing Date, Seller shall indemnify, defend and hold the harmless Buyer and its Affiliates and each of their respective past, present and future directors, officers, employees, shareholders, members, partners, employees agents, Affiliates, successors and agents assigns (collectively, the “Buyer Indemnitees”) from and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)against, and the directorsreimburse any Buyer Indemnitee for claims, officerscosts, shareholdersexpenses, agentslosses, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all lossesdamages, liabilities, obligationsawards, claims, contingencies, damagesjudgments, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and expenses and costs of investigation investigation) (“Damages”) that any the such Buyer Party Indemnitee may suffer or incur as a result of incur, or become subject to, relating to (a) any breach to, resulting from or arising out of any of the representations, warranties, covenants following (without duplication): (i) the breach of any representations or agreements warranties made by the Company in this Agreement Section 2.22 or by Seller in Sections 3.1, 3.2, 3.3 or 3.4 (collectively, the “Fundamental Representations”), in each case as of the date hereof or as of the Closing Date as though made at and as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, as of such date); or (ii) any proceeding against Buyer by any holder or purported holder of the Company Common Stock or other Transaction Documents securities of the Company, in their capacity as such, to the extent based on facts or circumstances occurring at any time before the Closing (but not including any such proceedings relating to the enforcement of rights hereunder). (b) Notwithstanding any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable other provision to the contrary, Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action acknowledges and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that agrees as follows: (i) the employment thereof has been specifically authorized by aggregate amount of all Damages to which the Company Buyer Indemnitees may be entitled pursuant to Section 9.1(a) shall not exceed an amount equal to the Purchase Price; provided, however, that the foregoing limitation shall in writingno way apply to indemnification claims for Damages arising from fraud, intentional misrepresentation or willful misconduct to the extent such claims relate to the Fundamental Representations; and (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which Seller shall not be unreasonably withheld required to indemnify any Buyer Indemnitee or delayed; or reimburse any Buyer Indemnitee for any Damages pursuant to Section 9.1(a) unless such Damages calculated on a cumulative basis exceed $500,000 (ii) to the extent, but and then only to the extent that a lossof such excess amount, claim, damage or liability is attributable subject to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentsimmediately preceding clause (i)).

Indemnification of Buyer. (a) Subject to the provisions of limitations contained in this Section 4.710, the Company will indemnify Seller agrees to indemnify, defend and hold the harmless Buyer and any of its Affiliates, directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersemployees, agents, members, partners or employees (successors and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons assigns (each, a “"Buyer Indemnified Party”") harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damagesand damages (including punitive or exemplary damages and fines or penalties and any interest thereon), costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs disbursements of investigation that any the Buyer Party may suffer counsel) (hereinafter individually, a "Loss" and collectively, "Losses") which arise out of, or incur as a result of or relating to from, (ai) any material inaccuracy in or any material breach of any representation, warranty, covenant or agreement of the representations, warranties, covenants or agreements made by the Company Seller contained in this Agreement or in the other Transaction Documents officer's certificate delivered by Seller pursuant to Section 8.1(e), (ii) any Excluded Liability, (iii) any failure to comply with any "bulk sales" laws applicable to the transactions contemplated hereby, (iv) the conduct of the ARISB Business or any portion thereof or the use or ownership of any of the Assets prior to the Closing Date; and (v) the license arrangement contemplated by Section 8.1(j) hereof, including without limitation any claims of infringement, tortious interference, breach of contract or otherwise by and Person. (b) any action instituted No claim may be made against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, Seller for indemnification pursuant to this Section 10.1 with respect to any breach of a representation or warranty, unless the aggregate of all Losses in respect of breaches of representations and warranties of the transactions contemplated by Buyer Indemnified Parties shall exceed $150,000 and thereafter Seller shall be liable only for such Losses in excess of $150,000; provided, however, that the Transaction Documents (unless such action is based upon limitations set forth in this sentence shall not apply to a breach of Seller's representation and warranty contained in the Buyer’s representationsfirst sentence of Section 5.4(b)(v), warranties Section 5.6, Section 5.16 or covenants under Section 5.18. For the Transaction Documents purposes of this Section 10, in computing such individual or any agreements or understandings aggregate amounts of Losses, the Buyer may have with any such stockholder or any violations by the Buyer amount of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action each Loss shall be brought against deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment payable by any third party with respect thereto. (c) Each Buyer Indemnified Party shall give Seller prompt written notice of any claim, assertion, event or proceeding (collectively, a "Buyer Claim") by or in respect of a third party of which indemnity such Buyer Indemnified Party has knowledge concerning any Loss as to which such Buyer Indemnified Party may request indemnification hereunder or any Loss as to which the $150,000 amount referred to in subsection (b) of this Section 10.1 may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company applied. Seller shall have the right to assume the defense thereof with direct, through counsel of its own choosing reasonably acceptable choosing, the defense or settlement of any such Buyer Claim at its own expense. If Seller elects to assume the defense of any such Buyer Party. Any Claim, such Buyer Indemnified Party may participate in such defense, but in such case Seller shall have retain the right to employ separate direct, through counsel in of its own choosing, the defense or settlement of any such action Buyer Claim and participate in the defense thereof, but the fees and expenses of such counsel Buyer Indemnified Party shall be at the expense of the paid by such Buyer Indemnified Party. Such Buyer Indemnified Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.provide Seller with

Indemnification of Buyer. Subject Each Seller agrees that notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or of any information Buyer may have in respect of such investigation, Sellers, severally on a pro rata basis based upon the percentage of the Purchase Price payable to the provisions of this Section 4.7such Seller as set forth on Exhibit A hereto, the Company will indemnify and hold the harmless Buyer and its directorseach officer, officers, shareholders, members, partners, employees director and agents (and any other Persons with a functionally equivalent role affiliate of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within collectively, the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer PartyIndemnified Parties”) harmless from and against any and all damages, losses, claims, liabilities, obligationsdemands, claimscharges, contingenciessuits, damagespenalties, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Buyer Indemnifiable Costs”), which any of investigation that any the Buyer Party Indemnified Parties may suffer sustain, or incur as a result to which any of or relating to the Buyer Indemnified Parties may be subjected, arising out of (aA) any misrepresentation or breach of any of the representations, warranties, covenants or agreements representations and warranties made by the Company Company, any LLC or any Seller contained in this Agreement or in any Related Agreement, including without limitation the other Transaction Documents or Aircraft Purchase Agreement; (bB) any action instituted against failure by the BuyerCompany, any LLC or any of its AffiliatesSeller to duly perform or observe any term, by any stockholder of the Company who is not an Affiliate of the Buyerprovision, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representationscovenant, warranties agreement or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party condition in this Agreement or any Related Agreement on the part of the Company, any LLC or any Seller to be performed or observed; (C) Taxes for which the Sellers are responsible pursuant to Article VII, including any Arizona Tax Losses for which the Sellers are responsible pursuant to Section 7.2(f) and any liability for Taxes in connection with the other Transaction Documentsmatter listed on Schedule 8.2(a); (D) any Use Tax Obligations or related liabilities or any Excise Tax Obligations or related liabilities, in either case for any Pre-Closing Tax Period and for the portion of any period ending on and including the Closing Date (the “Specified Tax Costs”); (E) the Form 5500 Expenses; and (F) any matter listed or required to be listed on Schedule 2.14.

Indemnification of Buyer. Subject (a) After the Closing and subject to the provisions limitations set forth in this Agreement, Buyer, Merger Sub and the Surviving Company and their respective Affiliates, and each of this Section 4.7their respective officers, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partnersmanagers, employees agents and agents attorneys (collectively, the “Buyer Indemnified Parties”) shall be indemnified and held harmless against, without duplication, any other Persons with loss, Taxes, liability (including, without limitation, STRICT LIABILITY), deficiency, damage, expense or cost (including costs of investigation and defense and reasonable attorneys’ fees), whether or not involving a functionally equivalent role third-party claim (collectively, “Losses”), actually incurred or suffered by any Buyer Indemnified Party arising out of (i) any breach of any representation or warranty contained in Article II of this Agreement; (ii) any breach of any representation or warranty made by a Holder in such Holder’s Letter of Transmittal (the “Letters of Transmittal Representations”); (iii) any breach of, or failure to perform, any covenant or obligation of a Person holding Holder contained in this Agreement or in any of the Transaction Documents; (iv) any breach of, or failure to perform any covenant or obligation of the Company that is to be performed prior to the Closing in this Agreement or in any of the Transaction Documents, such titles notwithstanding indemnity to be funded to be solely and exclusively by funds from the Indemnity Escrow Account or by set off against the Earn-Out Payment, if any, and only in accordance with the terms of the Escrow Agreement and this Agreement. (b) Other than with respect to Losses arising out of any breach of Company Fundamental Representations, the Letters of Transmittal Representations or of a lack representation or warranty in Section 2.12, none of such title or any other title), each Person who controls the Buyer (within the meaning Indemnified Parties shall be entitled to assert any right to indemnification under Section 5.2(a)(i) or Section 5.2(a)(ii) with respect to a claim or series of Section 15 related claims if such claim or series of related claims arising out of the Securities Act and Section 20 same or similar set of facts or circumstances where the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons Losses related thereto are less than $10,000 (each, a “Buyer PartyDe Minimis Loss”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs ). Other than with respect to Losses arising out of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any Company Fundamental Representations, Letter of Transmittal Representations or of a representation or warranty in Section 2.12, none of the representationsBuyer Indemnified Parties shall be entitled to assert any right to indemnification under Section 5.2(a)(i) or Section 5.2(a)(ii) until the aggregate amount of all Losses, warrantiesnot including any De Minimis Losses, covenants or agreements made actually incurred by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, Buyer Indemnified Parties with respect to any of such matters exceeds $500,000 (the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations“Basket”), warranties or covenants under the Transaction Documents or any agreements or understandings in which case the Buyer may Indemnified Parties shall have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by right to seek indemnification for all Losses in excess of, but not including, the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party Basket. (c) Notwithstanding anything to the contrary in respect of which indemnity may be sought pursuant to this Agreement, and subject to the other limitations on indemnification set forth in this Article V: (i) the Buyer Party Indemnified Parties’ recovery of all indemnification obligations owed to the Buyer Indemnified Parties under this Agreement, other than with respect to Section 5.2(a)(ii) and Section 5.2(a)(iii), will be limited solely to recovery against the remaining amount of the Indemnification Escrow Property or the Earn-Out Payment. (ii) the Buyer Indemnified Parties’ recovery of all indemnification obligations owed to the Buyer Indemnified Parties under Section 5.2(a)(ii) and Section 5.2(a)(iii) will be limited solely to recovery against the remaining amount of such breaching Holder’s Payment Percentage of (A) the Indemnification Escrow Property or (B) the Earn-Out Payment. (iii) in no event shall promptly notify a Holder be liable for indemnity obligations attributable to the Company in writingacts or omissions, Fraud or breaches of Letters of Transmittal Representations of another Holder. (iv) other than the Indemnification Holdback deposited by Buyer with the Escrow Agent at Closing, the Holders and the Company shall have no obligation to pay any amounts into, or increase, the right to assume Indemnification Holdback. (v) the defense thereof with counsel of its own choosing reasonably acceptable Buyer Indemnified Parties may not recover against the Earn-Out Payment once it is paid to the Buyer Party. Any Buyer Party shall have Paying Agent or the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense Indemnification Holdback once all of the Buyer Party except to the extent that (i) the employment thereof Indemnification Escrow Property has been specifically authorized by released from the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsIndemnification Escrow Account.

Indemnification of Buyer. (a) Subject to the provisions of limitations contained in this Section 4.7Article IX, Sellers and the Company Additional Seller Parties will indemnify indemnify, defend and hold the harmless Buyer and any of its Affiliates and Buyer's and Buyer's Affiliates' directors, officers, shareholdersemployees, members, partners, employees successors and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons assigns (each, a “Buyer Party”"BUYER INDEMNIFIED PARTY") harmless from and against any and all losses, liabilities, obligations, claims, contingencies, and damages, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs disbursements of investigation that any the Buyer Party may suffer counsel) (hereinafter individually, a "LOSS" and collectively, "LOSSES") which arise out of, or incur as a result of from, or relating relate to (ai) any breach or inaccuracy of any representation, warranty, covenant or agreement of the representations, warranties, covenants or agreements made by the Company Sellers contained in this Agreement or in the certificate delivered by any Seller pursuant to Section 7.1(e) (which representations and warranties for purposes of this Section 9.2 shall be read as though none of them contained any materiality or Material Adverse Effect qualifier or exception), or (ii) any Excluded Liability. Notwithstanding anything to the contrary in this Agreement, (i) neither of the Romo de la Pena Brothers will xxxe any obligations or liability under this Section 9.2 unless and until all other Transaction Documents Sellers shall have failed to make any payments otherwise required under this Section 9.2; and (ii) subject to clause (i) of this sentence, the Romo de la Pena Brothers will xx severally (not jointly and severally) liable for any payments required under this Section 9.2, but the maximum liability of each of the Romo de la Pena Brothers will not exceed 50% of the aggregate amounts required to be paid under this Section 9.2. In addition, without affecting or limiting Buyer's obligations under or as a result of Section 8.10 or Section 9.3(a), the Sellers agree to indemnify, defend and hold harmless each of the Buyer Indemnified Parties from and against any and all Losses and claims relating to any Business Employee as a result of or in connection with any act or omission of the Sellers or any Affiliate of the Sellers occurring before the Closing. (b) any action instituted No claim may be made against Sellers or the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, Additional Seller Parties for indemnification pursuant to Section 9.2(a)(i) with respect to any individual item of Loss arising from a breach or inaccuracy of any representation or warranty of Sellers ("SELLERS WARRANTY BREACHES") in this Agreement, unless the aggregate of all Losses of Buyer Indemnified Parties with respect to all such breaches and inaccuracies exceeds 0.5% of the transactions contemplated by Final Purchase Price and then, in any case, only to the Transaction Documents extent of such excess. Notwithstanding the foregoing, (unless such action is based upon a breach i) in no event will Sellers' and Additional Seller Parties' aggregate liability under Section 9.2(a)(i) exceed $100,000,000.00; (ii) none of the Buyer’s representations, warranties limitations set forth in this Section 9.2(b) shall apply to or covenants under the Transaction Documents or any agreements or understandings otherwise limit the Buyer may Indemnified Parties' right to indemnification for all Losses arising out of, or resulting from, or relating to any breach or inaccuracy of the representations and warranties set forth in Section 4.2, Section 4.3 or Section 4.8; and (iii) for purposes of (A) determining whether Losses relating to Sellers Warranty Breaches exceed 0.5% of the Final Purchase Price and (B) calculating Losses for which Sellers and Additional Seller Parties are liable under Section 9.2(a)(i), Sellers and Additional Seller Parties will not have with any liability for such Losses unless the aggregate amount of such Losses relating to a single claim (or group of claims relating to the same or similar event, fact or circumstance) exceeds $25,000. (c) If a Buyer Indemnified Party is entitled to indemnification from the Sellers and the Additional Seller Parties hereunder for any Losses, such indemnification obligations of the Sellers will be satisfied first from the Escrowed Funds pursuant to the Escrow Agreement and, after any such stockholder Escrowed Funds are released from escrow pursuant to the Escrow Agreement or otherwise claimed against hereunder, by Sellers and the Additional Seller Parties, subject to the limitations contained herein; provided, however, that with respect to any violations by Loss that arises out of, or results from, or relates to any Excluded Tax Matter, the Buyer Indemnified Parties may, but shall not be required to, first satisfy such indemnifiable Loss from the Escrowed Funds pursuant to the Escrow Agreement and may proceed against the Sellers and the Additional Seller Parties in respect thereof, subject to the limitations contained herein. (d) Each Buyer Indemnified Party will give Sellers prompt written notice of state any claim, assertion, event or federal securities laws proceeding (collectively, a "BUYER CLAIM") by or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of a third party of which indemnity such Buyer Indemnified Party has knowledge concerning any Loss as to which such Buyer Indemnified Party may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Partyrequest indemnification hereunder. Any Buyer Party shall have the right to employ separate counsel in any such action and participate delay in the defense thereof, but the fees and expenses giving of such counsel shall be at notice will not relieve the expense Sellers of the Buyer Party their indemnification obligations under Section 9.2(a) except to the extent that the Sellers are actually damaged as a result of such delay. Sellers will have the right to direct, through counsel of their own choosing, the defense or settlement of any such Buyer Claim at its own expense. If Sellers elect to assume the defense of any such Buyer Claim, such Buyer Indemnified Party may participate in such defense, but in such case the expenses of such Buyer Indemnified Party will be paid by such Buyer Indemnified Party. If and to the extent reasonably requested by Sellers, such Buyer Indemnified Party will provide Sellers with access to its records and personnel relating to any such Buyer Claim during normal business hours and will otherwise cooperate with Sellers in the defense or settlement thereof, and Sellers will reimburse such Buyer Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If Sellers elect to direct the defense of any such Buyer Claim, (i) the employment thereof has been specifically authorized such Buyer Indemnified Party will not pay, or permit to be paid, any part of any Loss claimed by the Company third party claimant in writingrespect of such Buyer Claim, unless (1) Sellers consent in advance in writing to such payment (which consent will not be unreasonably withheld, delayed or conditioned), (2) Sellers, subject to the last sentence of this Section 9.2y(d), withdraw from the defense of such asserted liability or (3) the Buyer Indemnified Party is so ordered or directed by a Governmental Authority or arbitral authority (which order or direction is not stayed) or a final judgment from which no appeal may be taken by or on behalf of Sellers is entered against the Buyer Indemnified Party for such Loss and (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel Sellers will not enter into any settlement or (iii) in such action there is, in the reasonable opinion compromise of such separate counsel, Buyer Claim that does not include as a material conflict on any material issue between unconditional term thereof the position giving by the claimant or plaintiff to the Buyer Indemnified Parties a full release of all liability with respect to the Company and the position subject matter of the Buyer PartyClaim or that involves any term or condition applicable to the Buyer Indemnified Parties other than the payment of money by Sellers, in which case each case, without the Company shall be responsible for prior written consent of Buyer. If Sellers fail to defend any Buyer Claim, or if, after commencing or undertaking any such defense, fail to prosecute or withdraws from such defense, such Buyer Indemnified Party will have the reasonable fees right to undertake the defense or settlement thereof, at Sellers' expense. If such Buyer Indemnified Party assumes the defense of such Buyer Claim pursuant to this Section 9.2y(c) and expenses proposes to settle such Buyer Claim prior to a final judgment thereof or to forego appeal with respect thereto, then such Buyer Indemnified Party will give Sellers prompt written notice thereof and Sellers will have the right to participate in the settlement or assume or reassume the defense of no more than one such separate counselBuyer Claim. The Company foregoing provisions of this Section 9.2(d) will not be liable apply to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consentTax Matters, which shall not instead be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made governed by the Buyer Party in this Agreement or in the other Transaction DocumentsSection 8.3(d).

Indemnification of Buyer. Subject to the provisions of this Section 4.7The Sellers shall, the Company will indemnify jointly and severally, indemnify, defend and hold Buyer, its Affiliates, and the Buyer and its directorssuccessors, assigns, officers, shareholdersdirectors, members, partnersstockholders, employees and agents (and of any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of foregoing (collectively, the Exchange Act“Buyer Indemnified Parties”), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any shall reimburse the Buyer Party may suffer Indemnified Parties for, any Loss suffered or incur as a result of incurred by any such Buyer Indemnified Party, whether such Loss exists or accrues prior to, on or subsequent to the Closing Date, directly or indirectly arising or resulting from, based upon or relating to to: (a) any breach of any representation or warranty of Sellers contained in this Agreement, any Transaction Document, or any certificate executed by Sellers at or prior to the representations, warranties, covenants or agreements made by Closing; (b) the Company breach of any covenant of Sellers contained in this Agreement or in the other any Transaction Documents or Document; (bc) any action instituted against (i) liability, commitment or obligation of any of the Buyer, Sellers or Parent or any of its Affiliates, by their predecessors or Affiliates for Taxes or any stockholder Taxes otherwise attributable to any of the Company who is not an Affiliate Sellers or Parent or any of their predecessors or Affiliates for any period, including Taxes resulting from the transactions contemplated in the Transaction Documents (other than one-half of the BuyerTransfer Taxes), (ii) Taxes attributable to the Business or the Purchased Assets in respect of any Pre-Closing Tax Period, and (iii) any Taxes resulting from the transactions contemplated in the Transaction Documents (other than one-half of the Transfer Taxes). (d) Taxes imposed on the Sellers pursuant to Section 4999 of the Code with respect to any of amounts payable by the Sellers in connection with the transactions contemplated hereby, including any bonuses payable on account of, by the Transaction Documents (unless reason of, or by reference to such action is based upon a breach transactions and any Loss attributable any loss of tax deductions with respect to such amounts pursuant to Section 280G of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that Code; or (ie) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsExcluded Liabilities.

Indemnification of Buyer. (a) Subject to, and only to the provisions of extent provided in, this Section 4.7Article 10, from and after the Company Closing, Seller Parties will jointly and severally indemnify and defend and hold the harmless Buyer and each of its directors, officers, shareholders, members, partners, employees successors and agents permitted assigns and all of their respective Affiliates (including the Company) and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)Representatives against, and the directors, officers, shareholders, agents, members, partners or employees (shall defend and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) hold them harmless from and against, any and all lossesLosses (whether or not involving a Third-Party Claim) incurred or suffered by Buyer based upon, liabilitiesarising out of, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur incurred as a result of: (i) with the exception of the Specified Matters, which are addressed in Section 10.2(a)(vi) below, any inaccuracy in or relating to (a) any breach of any of the representationsrepresentations or warranties of the Company or Seller Parties contained in Article 5 and Article 6 of this Agreement or any other Transaction Document; (ii) a breach, warrantiesnon-fulfillment or nonperformance by a Seller Party or the Company of any covenant, covenants agreement or agreements made obligation to be performed by the Company in (before Closing ) or a Seller Party pursuant to this Agreement or any other Transaction Document; (iii) any Seller Transaction Expenses to the extent not reducing the Final Purchase Price, as finally determined in accordance with Section 2.3); (iv) Indebtedness to the extent not reducing the Final Purchase Price, as finally determined in accordance with Section 2.3; (v) all Losses incurred or suffered by Buyer for any liabilities or obligations of the Company for Taxes in connection with any Pre-Closing Tax Period or the portion of any other Tax period ending immediately prior to the Closing Date in each case not taken into account in the other Transaction Documents or final determination of the Purchase Price (“Indemnified Taxes”); and/or (vi) subject to Section 2.8(g), the Specified Matters. (b) Subject to, and only to the extent provided in, this Article 10, from and after the Closing, each Seller Party will, severally as to itself or himself only and not jointly as to or with the other Seller Party, indemnify and defend and hold harmless Buyer and each of its successors and permitted assigns and all of their respective Affiliates (including the Company) and Representatives against, and shall defend and hold them harmless from and against, any action instituted against the Buyerand all Losses (whether or not involving a Third-Party Claim) incurred or suffered by Buyer based on, arising out of, or incurred as a result of: (i) a breach by such Seller Party of any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, Fundamental Representation with respect to any of the transactions contemplated by the Transaction Documents such Seller set forth in Article 6, or (unless such action is based upon ii) a breach by such Seller Party of the Buyer’s representationsany covenant, warranties agreement or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations obligation to be performed by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Seller Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentsincluding Section 9.10.

Indemnification of Buyer. Subject (a) Seller and each Principal hereby agree, jointly and severally (subject to the provisions of this Section 4.7terms set forth below), the Company will indemnify to indemnify, defend and hold the harmless Buyer and its directors, officers, shareholdersdirectors, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersemployees, agents, membersrepresentatives and affiliates from and against all claims, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (eachsuits, a “Buyer Party”) harmless from any and all lossesobligations, liabilities, obligations, claims, contingencies, damages, costs damages and expenses, including all judgmentsincluding, amounts paid in settlementswithout limitation, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result (“Losses”), based upon, arising out of or relating to resulting from: (ai) any breach of any of the Seller’s representations, warranties, covenants or agreements made by the Company in this Agreement contained herein or in the other any Transaction Documents Document or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the other agreement or document delivered to Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, pursuant hereto; (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the a Principal’s representations, warranties, covenants or agreements made by the Buyer Party in this Agreement contained herein or in any Transaction Document or in any other agreement or document delivered to Buyer pursuant hereto (other than a breach of the restrictive covenants set forth in Section 9 below or the physician employment agreements with the Buyer); (iii) any obligation, contract or liability of Seller not constituting one of the Assumed Liabilities and Assumed Agreements only to the extent that any such obligation, contract or liability arises from acts or omissions occurring after the Closing Date, including any obligation of Seller with respect to the distribution of the proceeds of the sale of the Assets; (iv) any and all claims of any third party for alleged liabilities or obligations of Seller related to or occurring during the period prior to the Closing, other Transaction Documentsthan those specifically assumed by Buyer hereunder as Assumed Liabilities; (v) any and all claims of any third party, including without limitation, any interest holder in Seller, related to the distribution of all or any portion of the Purchase Price; (vi) any and all claims brought by any employee of Seller relating to periods prior to the Closing; and (vii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incident to any of the foregoing or incurred in attempting to oppose the imposition thereof, or in enforcing this indemnity. The Buyer agrees that, notwithstanding any provision herein to the contrary, each Principal’s liability for any Losses under this Section 8.1(a) shall be limited to thirty percent (30%) of the aggregate amount of such Losses (without limitation, the Seller’s liability for any Losses under this Section 8.1 shall be unlimited). (b) With respect to the restrictive covenants set forth in Section 9 below, each Principal hereby agrees to indemnify, defend and hold harmless Buyer and its officers, directors, members, employees, agents, representatives and affiliates from and against all Losses based upon, arising out of or resulting from such Principals breach thereof.

Indemnification of Buyer. Subject to the provisions Sections 9.1 and 9.6, each Company Securityholder (including, for purposes of this Section 4.79.2, each Person who was a Company Securityholder and whose shares of Company Capital Stock were acquired prior to the Merger by Buyer upon exercise of an option granted to Buyer under a Supporting Stockholder Option Agreement, it being understood and agreed for purposes of Claims under this Article IX that any such former Company will Securityholder shall for all purposes under this Article IX be treated as if any such option was not exercised by Buyer and such former Company Securityholder was a Company Securityholder as of the Effective Time) shall severally (based on a percentage that is equal to such Company Securityholder’s Escrow Pro-Rata Share), and not jointly, indemnify and hold harmless Buyer, Merger Sub, the Buyer Surviving Corporation and its each of their Affiliates and each of their directors, officers, shareholdersemployees, partners, members, partnersshareholders, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersattorneys, agents, membersrepresentatives, partners or employees successors and assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (eachcollectively, a the “Buyer PartyIndemnitees”) harmless from in respect of any and all actual claims, losses, damages, liabilities, obligationspenalties, interest, costs and expenses (including any actual and reasonable attorney, accountant and consultant fees and other expenses, including any such actual and reasonable expenses incurred in connection with investigating, defending against or settling any such claims, contingenciesbut excluding any claims, losses, damages, liabilities, penalties, interest, costs or expenses for punitive damages except in respect of claims for punitive damages by third parties) incurred by a Buyer Indemnitee (“Buyer Losses”), in connection with, resulting from or arising out of each and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to following: (a) any breach of any of the representations, warranties, covenants a representation or agreements made warranty by the Company in set forth at Article III of this Agreement, provided, however, that for purposes of determining whether there has been a breach of the representations and warranties at Section 3.7, such representations and warranties shall be deemed to be made only as of the Agreement or in the other Transaction Documents or Date; (b) any action instituted against the Buyerbreach of or default of any covenant, agreement or any of its Affiliates, by any stockholder obligation of the Company who is not an Affiliate contained in this Agreement, any Supporting Stockholder Option Agreement. any Option Termination Agreement, any Bonus Recipient Agreement or the Escrow Agreement, and any breach by the Company of its obligations to indemnify Buyer pursuant to terms of the Buyer, with respect to Development Agreement; (c) any fraud or intentional misrepresentation of the transactions Company or the Representative in connection with this Agreement, any Supporting Stockholder Option Agreement, any Option Termination Agreement, any Bonus Recipient Agreement or the Escrow Agreement; and (d) except to the limited extent Buyer has agreed to pay or perform such Liability as contemplated by the Transaction Documents (unless such action is based upon a breach Section 2.11, any Liability arising out of the Buyer’s representations, warranties or covenants under operations of the Transaction Documents Company Business or any agreements other actions or understandings the Buyer may have with any such stockholder or any violations failure to take action by the Company occurring prior to the Supporting Stockholder Option Trigger Date; and (e) any criminal Liabilities arising out of acts or omissions of the Company during the Option Period. Notwithstanding any other provision of this Agreement, after the Closing, the remedies provided for in this Article IX shall constitute the sole and exclusive remedy of Buyer of state or federal securities laws or Indemnitees for any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party Claims in respect of which indemnity may be sought pursuant to Buyer Losses (other than as a result of fraud or intentional misrepresentation) made against the Company in connection with this Agreement or any Company Ancillary Agreement (other than the Development Agreement) or any Company Securityholder under this Agreement, it being understood that the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which foregoing shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to limit any Buyer Party’s breach of Claims made against any of the representations, warranties, covenants or agreements made by the Buyer Party in this Company Securityholder under any Supporting Stockholder Option Agreement or in the any other Transaction Documentsagreement.

Indemnification of Buyer. Subject to the provisions of this Section 4.74.2, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the such Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons Persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including including, without limitation, all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and any other ancillary litigation related costs, costs of investigation and costs of enforcing this indemnity that any the such Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents Note Documents, or (b) any action instituted against the BuyerBuyer Parties in any capacity, or any of its them or their respective Affiliates, by any stockholder Person (including the Company, the Subsidiaries or any of the Company who is not an Affiliate of the Buyertheir respective Affiliates), with respect to any of the transactions contemplated by the Transaction Note Documents (unless such action is based upon a breach of the Buyersuch Buyer Party’s representations, warranties or covenants under the Transaction Note Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the such Buyer Party of foreign, federal or state or federal securities laws or any conduct by the such Buyer Party which constitutes fraud, gross negligence, bad faith or willful misconduct or malfeasancemisconduct, in each case, as determined by a court of competent jurisdiction in a final non appealable decision). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the such Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any The Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but and the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (iy) for any settlement by the a Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s willful breach of any of the representations, warranties, covenants or agreements made by the such Buyer Party in this Agreement or in the other Transaction DocumentsNote Documents or is attributable to any conduct by such Buyer Party which constitutes fraud, gross negligence, bad faith or willful misconduct as determined by a final, non-appealable decision of a court of competent jurisdiction. The Company shall not settle or compromise any claim for which a Buyer Party seeks indemnification hereunder without the prior written consent of the Buyers, which consent shall not be unreasonably withheld or delayed. The indemnification required by this Section 4.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Buyer Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Buyer. Subject to the other provisions of this Section 4.7Article 6, the Company will Seller shall defend, indemnify and hold the Buyer and Buyer, together with its respective directors, officers, employees, shareholders, memberssubsidiaries, partnersagents, employees advisors, attorneys, accountants, consultants and agents affiliates (collectively, the "Buyer Indemnitees"), harmless from and against, and promptly reimburse the Buyer Indemnitees for, any other Persons loss, expense, damage, deficiency, liability, claim or obligation, including investigative costs, costs of defense, settlement costs (subject to approval as provided below) and reasonable attorneys' and accountants' fees (collectively, "Losses") that any Buyer Indemnitee incurs or to which any Buyer Indemnitee becomes subject (directly or indirectly and including without limitation future costs and expenses reasonably expected to be incurred in connection with a functionally equivalent role any Loss), which Losses arise out of a Person holding such titles notwithstanding a lack or in connection with: (i) any Breach by Seller or the Company of such title this Agreement, the Related Agreements or any other title)certificate, each Person who controls document, writing or instrument delivered by Seller pursuant to this Agreement or the Buyer Related Agreements; (within ii) any claim asserted by any third party that, assuming the meaning truth thereof, would constitute a Breach by Seller or the Company of Section 15 of the Securities Act and Section 20 of the Exchange Act)this Agreement, and the directorsany Related Agreement, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (eachcertificate, a “Buyer Party”) harmless from any and all lossesdocument, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer writing or incur as a result of or relating instrument delivered by Seller pursuant to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in a Related Agreement; (iii) the other Transaction Documents or Retained Liabilities; (biv) any action instituted against the Buyer, claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller (or any of its Affiliates, by person acting on their behalf) in connection with the transactions contemplated herein; or (v) any stockholder of the Company who is not an Affiliate of the Buyer, noncompliance with any Bulk Sales Laws or fraudulent transfer in respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or and in the other Transaction DocumentsRelated Agreements. For purposes of determining the amount of Losses resulting from such Breach, and therefore, any indemnification obligation under this Section 6.2, all qualifications as to materiality set forth in Article 3 (Representations and Warranties of Seller) shall be ignored.

Indemnification of Buyer. Subject to the provisions of this Section 4.7Seller will indemnify, the Company will indemnify defend and hold the Buyer Buyer, its affiliates and its their respective directors, officers, shareholdersemployees, members, partners, employees shareholders and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title)collectively, each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”"BUYER PARTIES") harmless from any and all losses, liabilitiesLiabilities, obligations, claims, causes of action, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation disbursements (collectively, "LOSSES"), that any the Buyer Party may suffer or incur as a result of or relating to to: (a) any the inaccuracy or breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company Seller in this Agreement or in the other Transaction Documents any Schedule or Exhibit hereto or any Seller Document; or (b) any action instituted against the Buyerbreach by Seller of, or failure by Seller to perform, any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party obligations contained in this Agreement or any schedule or exhibit hereto or any Seller Document; provided that the Buyer will not be entitled to indemnification under paragraph (a) of this SECTION 6.1 unless the aggregate amount of all Losses for which indemnification is sought by the Buyer Parties pursuant to such paragraph exceeds $50,000 and then only for the amount which such Losses exceed $50,000. The maximum liability for which Seller shall be liable for indemnification pursuant to SECTION 6.1(A) shall be $500,000. In the event that any amounts are due and owing by Buyer to Seller pursuant to the terms and conditions of the Promissory Note, such amounts shall be first offset against any indemnified Losses that exceed the $50,000 provided above in this paragraph (b) in the other Transaction Documentsaggregate. Notwithstanding the above, the indemnification provisions in this SECTION 6.1 shall not apply to the Promissory Note, the Service Agreement, the Registration Rights Agreement, the Managed Storage Services Agreement and the License Agreement.

Indemnification of Buyer. Subject (a) Except as provided in and subject to the provisions of this Section 4.78.6, the Company will Sellers agree to jointly and severally indemnify and hold the harmless Buyer and its directorseach officer, officersdirector, shareholdersand Affiliate of Buyer, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title including without limitation the Company or any other title), each Person who controls the Buyer (within the meaning of Section 15 successor of the Securities Act Company (collectively, the "INDEMNIFIED PARTIES") from and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from against any and all damages, losses, claims, liabilities, obligationsdemands, claimscharges, contingenciessuits, damagespenalties, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTS"), which any of investigation that the Indemnified Parties may sustain, or to which any of the Buyer Party Indemnified Parties may suffer or incur as a result be subjected, arising out of or relating to (a) any misrepresentation, breach or default by Sellers or the Company of or under any of the representations, warranties, covenants covenants, agreements or agreements made by other provisions of this Agreement or any agreement or document executed in connection herewith; (b) the assertion and final determination of any claim or liability against the Company or any of the Indemnified Parties by any Person which arose prior to January 1, 1998 not reserved for or referred to in the Financial Statements or in this Agreement (including the Exhibits and Disclosure Schedule); and (c) the Company's tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for themselves as the insured party sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in the other Transaction Documents a breach or violation of any representation or warranty. (b) any action instituted against Notwithstanding the Buyerterms of this Section 8.1, or any of its Affiliates, by any stockholder of the Company who is Thayxx xxxll not an Affiliate of the Buyer, with respect be entitled to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, Article VIII unless Thayxx (x) delivers the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writingnotice required under Section 8.1(c), (ii) complies with the Company has failed after a reasonable period requirements set forth in Section 8.2 regarding the settlement and compromise of time claims for which Thayxx xx entitled to assume such defense indemnification hereunder and to employ counsel or (iii) in such action there ispermits Sellers to exercise their respective rights under Section 8.2 with respect to the defense of claims or legal proceedings; provided, in however, that the reasonable opinion of such separate counsel, a material conflict on failure to comply with any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which foregoing requirements shall not be unreasonably withheld or delayed; or (ii) constitute a defense to the extent, but indemnity obligations of Sellers hereunder unless and only to the extent that Sellers suffer actual prejudice as the result of such failure to comply. (c) Whenever any claim shall arise for indemnification under this Article VIII, Thayxx xxxll promptly after obtaining knowledge thereof, and in no event later than one week preceding the deadline (or any extension thereof) for filing a lossresponsive pleading to a complaint in the case of litigation, notify Sellers of the claim and, when known, the facts constituting the basis for such claim, damage or liability is attributable to any Buyer Party’s breach . In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, such notice shall specify, if known, the amount or an estimate of the representations, warranties, covenants or agreements made by amount of the Buyer Party in this Agreement or in the other Transaction Documentsliability arising therefrom.

Indemnification of Buyer. Subject to From and after the provisions of this Section 4.7Closing, the Company will and each of the Shareholders jointly and severally, on behalf of themselves and any of their respective successors and assigns, hereby agree to indemnify and hold the Buyer and its affiliates, shareholders, directors, partners, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersemployees, agents, membersrepresentatives and successors, partners or employees permitted assigns of Buyer and their respective affiliates (the "Buyer Indemnified Parties") and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) save and hold them harmless from and against and pay on behalf of or reimburse the Buyer Indemnified Parties as and when incurred for any and all losses, liabilities, obligationsdemands, claims, contingenciesactions, causes of action, assessments, losses, costs, damages, costs deficiencies, taxes, fines or expenses (whether or not arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and expenses, including all judgments, amounts paid in settlementsinvestigation, court costs and reasonable attorneys’ fees and costs defense or settlement of investigation that any of the foregoing (collectively, "Losses"), which any Buyer Indemnified Party may suffer suffer, sustain or incur as a result become subject to, in connection with, incident to, resulting from or arising out of or in any way relating to or by virtue of: (a) any misrepresentation or breach of a representation or warranty made herein by the Company and/or the Shareholders; (b) any nonfulfillment or breach of any covenant or agreement on the part of the Company or the Shareholders under this Agreement (including the Escrow Agreement); (c) any action, demand, proceeding, investigation or claim by any third party (including any Governmental Body) against or affecting any Buyer Indemnified Party 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, agreements or covenants or agreements made by of the Company or the Shareholders set forth in this Agreement Agreement; or (d) any liability or in obligation or any assertion against a Buyer Indemnified Party, arising out of or relating, directly or indirectly, to any Excluded Liability. The rights of the other Transaction Documents or Buyer Indemnified Parties to indemnification under part (b) or (d) of this Section 6.2 shall apply notwithstanding that the matter in question may be the subject of, excluded from or beyond the scope of any action instituted against the Buyer, representation or any of its Affiliates, by any stockholder warranty of the Company who is not an Affiliate of or the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party Shareholders in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and Seller shall hold the Buyer and its respective affiliates and the stockholders, directors, officers, shareholders, members, partners, employees successors, assigns, and agents of each of them (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other titlethe “Buyer Indemnified Persons”), harmless and indemnify each Person who controls the Buyer of them from and against any and all claims, losses, damages, liabilities, penalties, fines, expenses or costs (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act“Losses”), and will reimburse the directorsBuyer Indemnified Persons for any loss, officersliability, shareholdersclaim, agentsdamage, members, partners or employees expense (including costs of investigation and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs defense and reasonable attorneys’ fees and costs expenses) or diminution of investigation that value, whether or not involving a Third-Party Claim (in all, “Indemnified Losses”), incurred or to be incurred by any the Buyer Party may suffer Indemnified Person resulting from or incur as a result of or relating to arising out of: (a) any breach or violation of any of the Seller’s representations, warranties, covenants covenants, or agreements made by the Company contained in this Agreement or in the other Transaction Documents or any documents delivered pursuant hereto; or (b) any action instituted against Liability arising out of the Buyerownership or operation of the Assets prior to the Effective Time other than the Assumed Liabilities; (c) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or any of its Affiliatesalleged to have been made, by any stockholder Person with Seller in connection with any of the Company who is not an Affiliate Contemplated Transactions; (d) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of the Contemplated Transactions; (e) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an “Employment Loss”, as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of Seller prior to the Closing or by Buyer’s decision not to hire previous employees of Seller (unless caused by Buyer’s decision not to honor offers of employment made to Seller employees as contemplated under this Agreement; (f) any Employee Plan established or maintained by Seller; or (g) the assertion against any Buyer Indemnified Person of any liability other than an Assumed Liability, including without limitation any Third Party Claims under any Excluded Contracts for breach or failure of performance or otherwise. Except as provided in Section 6.2.1 with respect to any of environmental matters, the transactions contemplated by right to indemnification under this Section 6.2 is subject to the Transaction Documents following limitations: (i) The Seller shall have no liability under this Section 6.2 unless such action is based upon a breach one or more of the Buyer’s Indemnified Persons gives written notice to the Seller asserting a claim for Indemnified Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of the period set forth below: (A) for claims under clauses (a), (b), (c) or (g) above, a period of two (2) years from the May Transition Date, provided that for claims (1) relating to the representations and warranties set forth in the first sentence of Section 3.5 shall survive the Closing Date without limitation, and (2) relating to the representations and warranties set forth in Section 3.4, the Excluded Liabilities under Section 2.3(c)(i), and any breach of the covenants set forth in Section 7.3 shall survive the Closing Date until the expiration of the statute of limitations applicable to the matters set forth therein; (B) for claims under clause (d) above, until the expiration of the statute of limitations. (C) for claims under clauses (e), or (f) above, a period of three (3) years from the Closing Date. (ii) Indemnification for claims under clauses (a), (b), (c) or (g) shall be payable by the Seller only if the aggregate amount of all Losses hereunder by the Buyer’s Indemnified Persons exceeds $250,000 (the “Threshold”), and then only for the amount by which such Losses exceed $150,000. The Sellers aggregate liability for indemnification under clauses (a), (b), (c) and (g) above shall not be greater than $5,000,000. The foregoing limitations shall not apply to indemnification for breaches of the representations and warranties set forth in Section 3.4, the Excluded Liabilities under Section 2.3(c)(i), and any breach of the covenants set forth in Section 7.3 or for any remedies for breach or default by Seller of any of the terms of the 1B Lease Assignment. (iii) Subject to and without limiting Section 6.4 below, the indemnification provided for in this Section 6.2 shall be the exclusive remedy for breaches of representations, warranties and covenants contained in this Agreement by Seller, except for claims for equitable remedies including without limitation injunctive relief, provided that Buyer shall not be deemed to have waived any right of recourse (whether a claim under this Section 6.2 or covenants under otherwise) arising from fraud or intentional misconduct of Seller or anyone else and provided further that Buyer shall not have waived or be limited in enforcing or pursuing any remedies for breach or default by Seller of any of the Transaction Documents terms of the 1B Lease Assignment. (iv) Losses shall be calculated net of any insurance proceeds or any agreements or understandings tax benefits realizable to the Buyer may have with as a result of any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer Losses for which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be indemnification is sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction 22 Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company Seller will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title), each Person person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants covenants, or agreements made by each of Seller and the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the BuyerPurchaser Parties in any capacity, or any of its Affiliatesthem or their respective affiliates, by any stockholder of the Company who is not an Affiliate affiliate of the Buyersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyersuch Purchaser Party’s representations, warranties warranties, or covenants under the Transaction Documents or any agreements or understandings the Buyer such Purchaser Party may have with any such stockholder or any violations by the Buyer such Purchaser Party of state or federal securities laws or any conduct by the Buyer such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer such Purchaser Party shall promptly notify the Company Seller in writing, and the Company Seller shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer such Purchaser Party. Any Buyer Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company Seller in writing, (ii) the Company Seller has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company Seller and the position of the Buyer such Purchaser Party, in which case the Company Seller shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company Seller will not be liable to any Buyer Purchaser Party under this Agreement (iy) for any settlement by the Buyer a Purchaser Party effected without the CompanySeller’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Purchaser Party’s breach of any of the representations, warranties, covenants covenants, or agreements made by the Buyer such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 6.16 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Seller or others and any liabilities the Seller may be subject to pursuant to law.

Indemnification of Buyer. Subject to Effective on the provisions of this Section 4.7Closing Date and thereafter, the Company will Seller and Shareholders jointly and severally shall indemnify and hold the harmless Buyer and its members, managers, shareholders, directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other titlecollectively, the “Indemnitees”), from and against, and shall compensate and reimburse each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)Indemnitees for, and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all damages, losses, liabilitiespenalties, deficiencies, obligations, claims, contingenciessuits, damagesproceedings, costs and demands, assessments, judgments, expenses, costs, and liabilities, of any nature whatsoever, incurred by any of them, including all judgments, amounts paid in settlements, court costs and without limitation reasonable attorneys’ and accountants’ fees (hereafter individually a “Loss” and costs of investigation that any the Buyer Party may suffer collectively “Losses”), arising from or incur as a result of or relating to in connection with: (a) any breach or alleged breach by Seller or Shareholders of any representation or warranty contained in this Agreement (including without limitation the Disclosure Schedule), any Ancillary Agreement or in any other Closing Document or document or writing delivered by Seller or Shareholders in connection with this Agreement; (b) any breach or alleged breach of or any failure or alleged failure by Seller or Shareholders to perform or comply with any covenant, agreement or obligation contained in this Agreement (including without limitation the Disclosure Schedule), any Ancillary Agreement or any other Closing Document or document or writing delivered by Seller or Shareholder in connection with this Agreement; (c) any claim made or litigation instituted by a third party relating to Seller’s ownership rights in and to the Assets; (d) any liability or obligation (other than the Assumed Liabilities) of Seller or the Shareholders which relates to the ownership or use of any of the representationsAssets, warrantiesor the conduct of the Business or Seller or the Shareholders, covenants for any period prior to or agreements including the Closing Date, including but not limited to liabilities arising from or relating to any taxes imposed on Seller, the Business or any of the Assets for any period prior to or including the Closing Date; (e) any liability or obligation, or claim made by or litigation instituted, relating to the Company in this Agreement Unassumed Liabilities (including without limitation any liability or obligation, or claim made or litigation instituted, arising from, relating to, or in the other Transaction Documents connection with any product or service provided by Seller (b) any action instituted against the Buyer, or any of its Affiliates, by directors, officers, employees, consultants, contractors, representatives, agents or advisors), in whole or in part, on or prior to the Closing Date); (f) any stockholder commission or compensation in the nature of any finder or brokerage fee for which Seller or either of the Company who Shareholders, or any of their respective directors, officers, employees, representatives or agents, is not an Affiliate or is claimed to be responsible; (g) any Loss (other than the Assumed Liabilities) to which Buyer or any of the Buyerother Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (A) any product produced or sold or any services performed by or on behalf of the Seller, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by the Seller on or at any time prior to the Closing Date, (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of the Seller, or (D) any failure to comply with respect to any bulk transfer law or fraudulent transfer or conveyance law, or any similar law or regulation, in connection with any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement; or (h) any and all actions, the Buyer Party shall promptly notify the Company in writingsuits, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereofproceedings, but the fees demands, assessments or judgments, costs and expenses reasonably arising out of such counsel shall be at the expense of the Buyer Party except and relating directly or indirectly to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the foregoing matters set forth in this Section 13.1. Buyer’s right to indemnification, reimbursement or other remedy arising from or in connection with Seller’s or Shareholders’ representations, warranties, covenants covenants, agreements or agreements made by the Buyer Party obligations contained in this Agreement (including without limitation the Disclosure Schedule), any Ancillary Agreement or any Closing document delivered by Seller or the Shareholders pursuant to this Agreement shall not be affected by (A) any investigation (including without limitation any environmental investigation or assessment) conducted by or on behalf of Buyer or (B) any information furnished to or any knowledge acquired (or capable of being acquired) by Buyer (or any of its Affiliates, members, managers, directors, officers, employees, representatives, agents or advisors) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date. The waiver of any condition based upon the accuracy of any such representation or warranty, or on the performance of or compliance with any covenant, agreement or obligation, will not affect Buyer’s right to indemnification, reimbursement or other remedy arising from or in connection with such representations, warranties, covenants, agreements or obligations. In the other Transaction Documentsevent Buyer exercises its right to indemnification pursuant to subsections 13.1(a) or (b), Buyer shall first seek indemnification from the Escrow Deposit pursuant to the terms of the Escrow Agreement. Only in the event the Escrow Deposit is not sufficient to satisfy all of Buyer’s indemnification rights under subsections 13.1(a) or (b), Buyer may seek indemnification from the Earn Out and the Additional Payment. The limitation on the indemnification obligations of the Seller and the Shareholders that is set forth in this paragraph shall not apply to any Loss arising directly or indirectly from any circumstance involving intentional misrepresentation or fraud on the part of Seller or either of the Shareholders, or any intentional breach of any covenant, agreement or obligation.

Indemnification of Buyer. Subject A. Seller agrees to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer harmless buyer and its directors, officers, shareholders, members, partners, employees buyer's successors and agents (assigns from and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from against any and all losses, (i) liabilities, obligationslosses, claims, contingenciestaxes, damagesfines, costs penalties, damages and expenses, including all judgments, amounts paid in settlementsdirect or indirect ("losses") and (ii) reasonable attorneys' and accountants' fees and expenses, court costs and all other reasonable attorneys’ fees and costs out-of-pocket expenses ("expenses") incurred by buyer in connection with or arising from: 1. any damage or deficiency resulting from the non-performance of investigation that any the Buyer Party may suffer agreement to be performed by seller under this Agreement or incur as a result of from any material misrepresentation in or relating omission from any certificate or other instrument furnished to (a) buyer under this Agreement; 2. any breach of any of the representations, warranties, covenants or agreements made by the Company seller in this Agreement or in the other Transaction Documents any ancillary document; 3. any attempt (whether or (bnot successful) any action instituted against the Buyer, or any of its Affiliates, by any stockholder person to cause or require buyer to pay or discharge any debt, obligation, liability or commitment of seller the Company who is not an Affiliate existence of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon which would constitute a breach of the Buyer’s representationsany representation, warranties warranty, covenant or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements agreement made by the Buyer Party seller in this Agreement or in any ancillary documents; 4. any action, suit, proceeding, compromise, settlement, assessment or judgment (including reasonable attorneys' fees) arising out of or incident to any of the matters indemnified against in this paragraph 11.1; or 5. the operation of the Dental Business and/or the ownership or use of the assets prior to the closing, including but not limited to the liabilities described in paragraph 3.1, above. B. If buyer believes that any person indemnified under paragraph 11.1A has suffered or incurred any loss or incurred any expense as to which it is entitled to indemnification under paragraph 11.1A, buyer shall so notify seller promptly in writing, describing such loss or expense, the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity and containing a reference to the provisions of this agreement, or any agreement or instrument contemplated hereby, or any certificate delivered pursuant hereto or thereto, in respect of which such loss or expense shall have occurred; and if any action at law or suit in equity is instituted by or against a third party with respect to which any such indemnified person intends to claim any loss or expense under paragraph 11.1A, such indemnified person shall promptly notify the indemnifying party of such action or suit; provided that failure to give such notice shall not abrogate or diminish any of seller's obligations under paragraph 11.1A if seller has or receives timely actual knowledge of the existence of any such claim by any other Transaction Documentsmeans or except to the extent such failure prejudices seller's ability to defend such claim. C. If, by reason of the claims of any third party relating to any of the matters subject to indemnification under this paragraph 11.1, a lien, attachment, garnishment or execution is placed on any of the property or assets of buyer, seller will take whatever action is necessary to obtain the prompt release of such lien, attachment, garnishment or execution. D. The foregoing indemnities shall be in addition to any equitable relief which the buyer might otherwise be entitled to obtain against the indemnifying party. E. Notwithstanding any other provision of this agreement, the indemnification obligations of seller under this agreement, and with respect to the transactions contemplated by this agreement, shall not apply to the first Fifty Thousand Dollars ($50,000.00) of losses or expenses incurred by buyer, in the aggregate, but this limitation shall not apply to the seller's indemnity obligations for losses or expenses described in subparagraph A(3) of this paragraph, and the indemnity obligations under subparagraph A(4) of this paragraph to the extent related to losses or expenses described in subparagraph A(3) of this paragraph. F. Seller may, by written notice given to buyer within fifteen (15) days of the final determination of the amount of any indemnity obligation to buyer under this paragraph, satisfy all or a portion of its indemnity obligation to Buyer by an offset against the accrued but unpaid interest, if any, and then against the unpaid principal balance, if any, then due under the promissory note described in paragraph 2.2, above. Any amount of the indemnity obligation not satisfied by this offset shall be promptly paid in cash.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company Seller will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title), each Person person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants covenants, or agreements made by each of Seller and the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the BuyerPurchaser Parties in any capacity, or any of its Affiliatesthem or their respective affiliates, by any stockholder of the Company who is not an Affiliate affiliate of the Buyersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyersuch Purchaser Party’s representations, warranties warranties, or covenants under the Transaction Documents or any agreements or understandings the Buyer such Purchaser Party may have with any such stockholder or any violations by the Buyer such Purchaser Party of state or federal securities laws or any conduct by the Buyer such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer such Purchaser Party shall promptly notify the Company Seller in writing, and the Company Seller shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer such Purchaser Party. Any Buyer Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company Seller in writing, (ii) the Company Seller has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company Seller and the position of the Buyer such Purchaser Party, in which case the Company Seller shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company Seller will not be liable to any Buyer Purchaser Party under this Agreement (iy) for any settlement by the Buyer a Purchaser Party effected without the CompanySeller’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Purchaser Party’s breach of any of the representations, warranties, covenants covenants, or agreements made by the Buyer such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 7.16 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Seller or others and any liabilities the Seller may be subject to pursuant to law.

Indemnification of Buyer. Subject to the provisions of this limitations set forth in Section 4.710.5 below, Seller shall hold Buyer, and, from and after the Closing, the Company will indemnify Buyer, the Company, and hold the Buyer and its shareholders, directors, officers, shareholders, members, partners, employees successors, assigns, and agents of each of them in their capacities as such (the "Buyer Indemnified Persons"), harmless and indemnify each of them from and against, and Sellers waive any claim for contribution or indemnity with respect to, any and all claims, losses, damages, liabilities, expenses or costs ("Losses"), plus reasonable attorneys' fees and expenses incurred in connection with Losses and/or enforcement of this Agreement (in all, "Indemnified Losses") incurred or to be incurred by any of them to the extent resulting from or arising from: (a) The breach of any agreement, covenant, representation, warranty, or other Persons with a functionally equivalent role obligation of a Person holding such titles notwithstanding a lack the Company or the Seller made or incurred under or pursuant to this Agreement or any document delivered pursuant hereto; (b) The assertion of such title any claim for injury, death, property or economic damage, or other product or strict liability claim arising from the design, manufacture, sale or distribution of or exposure to any product or component thereof or the provision of any service by the Company or the Seller prior to the Closing Date; (c) Any violation by the Company or the Seller of or liability under any Environmental Law, the Occupational Safety and Health Act or any other titleU.S. federal, state or local or any foreign statute, regulation, ordinance or other requirement regulating or otherwise affecting public health, employee health and safety, or the environment, including any such liability arising out of the conduct prior to the Closing Date which is imposed upon Buyer or the Company; (d) Seller's actions or failures to act that have resulted in the disposal or release of any Hazardous Material of any kind, including any such liability arising prior to the Closing Date which is imposed upon the Buyer or the Company; and /or (e) Liability of the Company for its own Taxes or its liability, if any for Taxes of others, including, but not limited to the Seller or any Affiliate (for example, by reason of transferee liability or application of Treas. Reg. Section 1.1502-6), each Person who controls damage or Indemnified Losses payable with respect to Taxes claimed or assessed against the Buyer Company (within i) for or relating directly or indirectly to the meaning of Section 15 of Restructuring, (ii) for any taxable period ending on or before the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners Closing Date or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of this transaction (including any Section 338(h)(10) election) (except to the extent and in such amount as such Taxes are reflected in the Closing Balance Sheet) or relating to (aiii) for any taxable period resulting from a breach of any of the representationsrepresentations or warranties contained in Section 3.8 hereof. Seller also agrees to indemnify, warrantiesdefend and hold harmless the Buyer Indemnified Persons from and against any and all Indemnified Losses sustained in a tax period of the Company ending after the Closing Date arising out of the settlement or other resolution (without the consent of the Buyer or the Company) of a proposed tax adjustment which relates to a tax period ending on or before the Closing Date. For example, covenants or agreements made if Seller agrees in an income tax audit to reduce the depreciable basis of property acquired by the Company in this Agreement or in before the other Transaction Documents or (b) Closing Date, Seller shall be liable for any action instituted against the Buyer, or any of its Affiliates, by any stockholder of additional Taxes due from the Company who is not an Affiliate by reason of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentsreduced depreciation deductions.

Indemnification of Buyer. Subject Parent, Seller and their successors and assigns jointly and severally agree to the provisions of this Section 4.7, the Company will indemnify and hold harmless Buyer, its Affiliates (as defined in Rule 501(b) of Regulation D promulgated under the Buyer Securities Act) and its their respective shareholders, directors, officers, shareholders, members, partners, employees and agents thereof (collectively, the “Buyer Indemnitees” and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, individually a “Buyer PartyIndemnitee”) harmless from any against and with respect to: (a) Any and all losses, injuries, damages, deficiencies, liabilities, costs, penalties, interest, expenses and obligations, net of any offsetting gains, cost savings or recoveries directly related thereto (collectively, “Losses”) directly or indirectly resulting or arising from the operation of the Business and/or the ownership of the Assets, or from incidents or occurrences relating to the Business or the Assets, prior to the Closing; (b) Without limiting the generality of the foregoing, any and all Losses directly or indirectly resulting or arising from (i) any infringement claim or (ii) any requests, notices, investigations, claims, contingenciesdemands, damagesactions, costs and expensessuits or other legal or administrative proceedings with respect to Seller, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer Business or incur as a result of or relating to (a) any breach of any of the representationsAssets; (c) Without limiting the generality of the foregoing, warrantiesany and all Losses directly or indirectly resulting or arising from claims under any Plans, covenants including without limitation, claims by any participant therein or agreements made dependent of such participant and claims by any governmental agency with respect thereto; (d) Any and all Losses directly or indirectly resulting or arising from any misrepresentation or breach of warranty on the Company in part of the Seller or Parent, under this Agreement or in Agreement, the other Transaction Documents or (b) any action instituted against the Buyer, Agreements or any certificate, document, agreement or instrument delivered pursuant hereto or thereto; (e) Any and all Losses directly or indirectly resulting or arising from any non–fulfillment of its Affiliates, by any stockholder covenant or agreement on the part of the Company who is not an Affiliate Seller or Parent under this Agreement, the Transaction Agreements or any certificate, document, agreement or instrument delivered pursuant hereto or thereto; (f) Any and all Losses directly or indirectly resulting or arising from the termination of the Buyer, with respect to employment of any employee of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties Seller or covenants under the Transaction Documents or Parent related in any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant way to this Agreement, the Buyer Party shall promptly notify Transaction Agreements or the Company in writingtransactions contemplated thereby; and (g) Any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable reasonable legal and other expenses incident to the foregoing. The indemnification obligations of Seller and Parent or their successors and assigns hereunder relate to indemnification for all Losses of a Buyer PartyIndemnitee, regardless of whether such Loss arises from a third–party claim against such Buyer Indemnitee or otherwise. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except Notwithstanding anything to the extent that contrary provided elsewhere in this Agreement: (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense The Seller and to employ counsel Parent or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company their successors and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company assigns will not be liable to any Buyer Party Indemnitees for amounts payable under this Agreement Section 11.1 (iother than claims based on fraud or intentional misrepresentations by Seller or Parent, as to which no deductible shall apply) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a losssuch amounts in the aggregate exceed fifty thousand dollars ($50,000) and in no event shall Seller or Parent or their successors and assigns be liable to Buyer Indemnitees under this Section 11.1 (other than claims based on fraud or intentional misrepresentations by Seller or Parent, claim, damage or liability is attributable as to any Buyer Party’s breach which no limitation shall apply) for amounts which exceed in the aggregate the Purchase Price; (ii) The obligations of any of the representations, warranties, covenants or agreements made by the Buyer Party in Seller and Parent and their successors and assigns under this Agreement or to indemnify Buyer Indemnitees shall be of no force with respect to claims under this Section 11.1 as to which a Buyer Indemnitee has not given the Company written notice describing the basis for such claim in reasonable detail within eighteen (18) months after the other Transaction DocumentsClosing Date.

Indemnification of Buyer. Subject to From and after the provisions of this Section 4.7Closing, the Company will indemnify and hold the Buyer and its Affiliates (including, from and after the Closing, the Surviving Corporation) and each of their respective officers, directors, officersemployees, shareholdersagents and each Person, membersif any, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the or may control Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)1933, and the directorsas amended, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Indemnified Party”) shall be indemnified, held harmless from and reimbursed by the Pre-Closing Holders, on a several and not joint basis in accordance with their Pro Rata Percentage (except with respect to fraud of which such Pre-Closing Holder had actual knowledge, in which case such Pro Rata Percentage limitation shall not apply), against any and all lossesLosses, liabilitieswhether or not involving a Third Party Claim, obligationsarising out of, claimsrelated to, contingenciesor resulting from, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer directly or incur as a result of or relating to indirectly: (a) the breach or violation of or inaccuracy in any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company on the date of this Agreement or on the Closing Date contained in this Agreement (in each case, as such representation or warranty would read if all qualifications as to materiality, including each reference to the words “Material Adverse Effect,” “material” and “materiality” and all similar phrases and words, were deleted therefrom); (b) the breach or violation of any covenant or agreement of the Company contained in this Agreement or in any other document executed and delivered by the Company or any PreClosing Holders, as applicable, in connection with the consummation of the transactions contemplated hereby; (c) any fraud by the Company under this Agreement; (d) any Action by a stockholder or former stockholder of the Company, or by any other Transaction Documents Person, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of Company Capital Stock, Company Options or any other Equity Interest in the Company or interest in the Final Merger Consideration, or (bii) any action instituted right of a stockholder or optionholder of the Company (other than the right to receive the Final Merger Consideration or the Option Consideration, as the case may be, pursuant to this Agreement), including any option, preemptive right or right to notice or to vote; (e) any Actions or disputes with respect to (i) the allocation or payment among the Pre-Closing Holders and any other Person of any Final Merger Consideration or Option Consideration pursuant to the terms of this Agreement, (ii) any claim that the Payment Spreadsheet is not true, complete and correct in all respects, (iii) appraisal or dissenters’ rights under DGCL and CGCL, (iv) any claims arising in connection with the Restructuring; or (v) any other claims by any stockholder or former stockholder of the Company, in its capacity as such, against the BuyerCompany or its directors, officers, or agents; (f) any Liabilities related to the Excluded Entities or the Excluded Business or the TeneoOne Sale, whether before or after the Closing, including the Excluded Employee Liabilities; provided, however, that with respect to TeneoOne, Liabilities under this Section 11.2(f) shall not include Liabilities of the Company arising out of obligations of the Company arising after the Closing under any Listed Contracts; (g) any Pre-Closing Taxes; (h) any Taxes imposed on the Company or any of its Affiliates, by any stockholder of Subsidiaries in connection with the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except TeneoOne Sale to the extent that such Taxes are in excess of the Assumed Tax Liability; and (i) the employment thereof has been specifically authorized by the Company matters set forth in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsSchedule 11.2(i).

Indemnification of Buyer. Subject to the provisions Each of this Section 4.7Seller and Shareholder shall jointly and severally hold Buyer, the Company will indemnify and hold the Buyer and its respective affiliates and the shareholders, directors, officers, shareholders, members, partners, employees successors, assigns, and agents of each of them (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other titlethe "Buyer Indemnified Persons"), each Person who controls the harmless and indemnify Buyer (within the meaning of Section 15 of the Securities Act from and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from against any and all claims, losses, damages, liabilities, obligationspenalties, claimsfines, contingenciesexpenses or costs ("Losses"), damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and plus reasonable attorneys’ ' fees and costs expenses incurred in connection with Losses and/or enforcement of investigation that this Agreement (in all, "Indemnified Losses"), incurred by any the Buyer Party may suffer Indemnified Person resulting from or incur as a result of or relating to arising out of: (a) any breach or violation of any of the Seller's or Shareholder's representations, warranties, covenants covenants, or agreements made by the Company contained in this Agreement or in the other Transaction Documents or any documents delivered pursuant hereto; (b) the assertion against any action instituted against Buyer Indemnified Person of any liability or obligation of Seller, Shareholder or any of their affiliates other than the BuyerAssumed Liabilities; (c) the assertion of any claim relating to the liability of Seller, Shareholder or any of its Affiliatesaffiliates for their own Taxes or their liability, if any, for Taxes of others (for example, by reason of transferee liability or application of Treas. Reg. Section 1. 1502-6); (d) the assertion of any stockholder of claim for Taxes claimed or assessed against Buyer or the Company who is not an Affiliate of Assets for any taxable period ending on or before the Buyer, with respect to any consummation of the transactions contemplated by hereby and the Transaction Documents (unless such action is based upon execution hereof, including any Losses sustained in a breach tax period of Buyer ending after the consummation of the Buyer’s representationstransactions contemplated hereby arising out of the settlement or other resolution of a proposed tax adjustment which relates to a tax period ending on or before the consummation of the transactions contemplated hereby; (e) the assertion of any claim for personal injury, warranties death, property or covenants under economic damage, or other product or strict liability claim arising from the Transaction Documents sale or other distribution of any agreements product by Seller, or understandings the Buyer may have with provision of any such stockholder or any violations service by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraudSeller, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable prior to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense consummation of the Buyer Party except transactions contemplated hereby; or (f) the assertion of any claim, liability or obligation arising out of circumstances or occurrences or operations of Seller or the Business prior to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position consummation of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentstransactions contemplated hereby.

Indemnification of Buyer. (a) Subject to the provisions of this limitations set forth in Sections 9.1 and Section 4.79.2(b), the Company will Sellers shall jointly and severally indemnify and hold the Buyer and each of its directorsrespective Affiliates, officers, shareholdersdirectors, membersemployees, partnersagents, employees representatives, successors and agents assigns (and any other Persons with each a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the "Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange ActParty"), and the directors, officers, shareholders, agents, members, partners or employees (save and any other Persons with a functionally equivalent role hold each of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) them harmless from and against, and pay on behalf of or reimburse any Buyer Party as and when incurred for, all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that Adverse Consequences which any the Buyer Party may suffer suffer, sustain or incur become subject to as a result of or relating to of: (ai) any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company Sellers and contained in this Agreement (except for the Specified Customer Contract Representations), any other Transaction Document or in the other Transaction Documents any schedule or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant exhibit attached to this Agreement, any other Transaction Document or in any certificate delivered by Sellers in connection with the Closing; (ii) any breach of the representations and warranties made by Sellers in Sections 6.9(a), 6.9(f), and 6.9(h) of this Agreement (as the sole and exclusive remedy available to any Buyer Party shall promptly notify for any claim for such breach); (iii) any breach of the Company representations and warranties made by Sellers in writingSection 6.9(g) of this Agreement; (iv) any nonfulfillment or breach of any covenant made by or in respect of Sellers under this Agreement or any other Transaction Document; (v) any Excluded Liability; (vi) any claim by any Person with respect to, or arising as a result of, any Acquisition Proposal made prior to the Closing Date by any Person other than Buyer; (vii) any failure by Sellers to obtain any Consents from any Governmental Entity or any other Person (other than Consents under any Customer Contract) as of the Closing; (viii) any matter set forth on Schedule 9.2(a)(viii); and (ix) any claim by any Person or Persons related to, or arising out of, any of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining whether there has been a breach and the Company shall have amount of any Adverse Consequences that are the right to assume the defense thereof with counsel subject matter of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereofa claim for indemnification hereunder, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the employment thereof has been specifically authorized by term(s) "material" or "Material Adverse Effect" in each instance where the Company in writing, effect of such term(s) would be to make such representation and warranty less restrictive (as if such words and surrounding related words (e.g. "reasonably be expected to," "could have" and similar restrictions and qualifiers) were deleted from such representation and warranty) and (ii) the Company has failed after a reasonable period of time no Schedule Update delivered pursuant to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company Section 8.10 shall be responsible given effect if it discloses any change, event, circumstance, occurrences, fact or effect or development which is or could reasonably be expected to be adverse to Buyer, the Business and/or the Purchased Assets. (b) The indemnification provided for in Section 9.2(a), shall be subject to the reasonable fees and expenses of no more than one such separate counsel. The Company following limitations: (i) Sellers will not be liable to any Buyer Party for any Adverse Consequences under this Agreement Section 9.2(a)(i) (iother than in respect of any Buyer Fundamental Representation or the representations made under Section 6.8 (Tax Matters)) unless and until the aggregate amount of Adverse Consequences relating to all such breaches, excluding Adverse Consequences related to breaches of Buyer Fundamental Representations or the representations made under Section 6.8 (Tax Matters), exceeds $500,000 (the "Buyer Threshold"), at which time Sellers shall be liable for the amount of all such Adverse Consequences in excess of the Buyer Threshold; provided that a Buyer Party may not assert any additional claims against Sellers pursuant to Section 9.2(a)(i) (other than in respect of the Buyer Fundamental Representations or the representations made under Section 6.8 (Tax Matters)) once Sellers have paid $8,000,000 to Buyer pursuant to such Section 9.2(a)(i) and (iii) for any settlement by benefits of representations and warranties (other than with respect to the Buyer Fundamental Representations, the representations made under Section 6.8 (Tax Matters) or, for the avoidance of doubt, the Specified Customer Contract Representations); (ii) Sellers will not be liable to any Buyer Party effected without for any Adverse Consequences under Section 9.2(a)(ii) unless and until the Company’s prior written consentaggregate amount of Adverse Consequences relating to all such breaches exceeds $250,000 (the "Customer Contract Threshold"), at which time Sellers shall be liable for the amount of all such Adverse Consequences in excess of the Customer Contract Threshold; provided that a Buyer Party may not assert any additional claims against Sellers pursuant to Section 9.2(a)(ii) once Sellers have paid $3,000,000 to Buyer pursuant to such Section 9.2(a)(ii) for benefits of representations and warranties in respect of Sections 6.9(a), 6.9(f), and 6.9(h); and (iii) a Buyer Party may not assert any additional claims against Sellers pursuant to Section 9.2(a)(iii) once Sellers have paid $8,000,000 to Buyer pursuant to such Section 9.2(a)(i) and (iii) for benefits of representations and warranties; and. (iv) notwithstanding anything in Section 9.2(a) to the contrary, in the event that Buyer makes a claim for indemnification pursuant to Section 9.2(a) (other than pursuant to Section 9.2(a)(ii), Section 9.2(a)(iii), Section 9.2(a)(v) or Section 9.2(a)(viii)), arising out of a claim by a customer for pre-Closing breach of its Customer Contract (that is an Assumed Contract), Sellers shall only be required to indemnify a Buyer Party thereunder for any out-of-pocket Adverse Consequences paid, or to be paid, by such Buyer Parties (i.e., Sellers shall not be unreasonably withheld liable for any lost profits, consequential damages or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made like unless paid out-of-pocket by the Buyer Party in this Agreement or in the other Transaction Documentsto a third party).

Indemnification of Buyer. Subject to the provisions of this Section 4.7Seller shall indemnify, the Company will indemnify defend and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, membersemployees, partners or employees (representatives, successors and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) assigns harmless from and against any and all lossesdamage, liabilitiesloss, obligationscost, obligation, claims, contingenciesdemands, damagesassessments, costs and expensesjudgments or liability (whether based on contract, tort, product liability, strict liability or otherwise), including taxes, and all judgmentsexpenses (including interest, amounts paid in settlements, court costs penalties and reasonable attorneys’ ' and accountants' fees and costs disbursements) incurred by any of investigation that the above-named persons, resulting from or in connection with any one or more of the Buyer Party may suffer or incur as a result of or relating to following: (a) any Misrepresentations, breach of any of the representations, warranties, covenants failure to perform any covenant or agreements made by the Company in this Agreement or in the other Transaction Documents or agreement of Corporation contained herein; (b) Debts, commitments, obligations of Corporation (except those specifically assumed by Buyer), any action instituted against transaction, event or act that occurred on or prior to the BuyerClosing that materially adversely affects the value of the Practice Assets; (c) Claims, actions or suits by former employees of Corporation; or (d) Corporation's failure to discharge pension or benefit plan obligations. Buyer agrees to give prompt notice to Seller of the assertion of any claim, or the threat or commencement of any of its Affiliatessuit, by any stockholder of the Company who is not an Affiliate of the Buyeraction, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties proceeding or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party other matter in respect of which indemnity may be sought pursuant to under this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer PartySection 6.1. Any Buyer Party shall have the right to employ separate counsel in any such action and Seller may participate in the defense thereofof any such suit, but the fees and expenses of such counsel action, proceeding or other matter at Seller's expense. Seller shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) Section 6.1 for any settlement by the Buyer Party effected without the Company’s prior written consentSeller's consent of any claim, suit, action, proceeding or other matter in respect of which indemnity may be sought under this Section 6.1, which consent shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentswithheld.

Indemnification of Buyer. Subject The Seller agrees to indemnify and hold the Buyer harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney's fees) arising from or related to any of the following: (a) any material inaccuracies in any representation or warranty made by the Seller herein or in any document delivered by the Seller in connection herewith, or any material failure by the Seller to comply with any covenant made by the Seller in this Agreement or any such document; (b) any and all claims, liabilities and obligations arising out of the ownership or operation on or prior to the Closing Date of the Stations or the Acquired Assets or the performance on or prior to the Closing Date of the Contracts; provided that such claims, liabilities and obligations are based on facts which came into existence after the Closing Date; (c) any claim or liability arising under the bulk sales or related tax laws of any jurisdiction in connection with transactions contemplated by this Agreement (in view of such indemnification obligation the Buyer hereby waives the Seller's compliance with any such bulk sales and related tax laws as a condition to the Closing hereunder); (d) any claims, liability or obligation with respect to any employee of the Seller in connection with his or her employment and/or termination of employment on or prior to the Closing Date by the Seller; (e) any and all claims or counterclaims arising in connection with the Excluded Assets; or (f) any loss, cost or expense of the Buyer relating to the failure of the Seller to comply in any material respect with the provisions of this Section 4.714, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation provided that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company Seller shall have no liability under this 14.1 until the right to assume aggregate for all claims hereunder exceeds the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer PartyThreshold Amount, in which case the Company event Seller shall be responsible liable for all claims for indemnification hereunder, including the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsThreshold Amount.

Indemnification of Buyer. (a) Subject to the other provisions of this Section 4.7Article 8, Seller and Principal Members agree, severally (based on their Pro Rata Share) and not jointly to defend and indemnify the Company will indemnify Buyer, Acquisition Sub and hold the Buyer and its their officers, directors, officersstockholders, shareholdersemployees, membersaffiliates (including without limitation the Parent and Merger Sub), partnersattorneys, employees accountants and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title)collectively, each Person who controls the "Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange ActParties"), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) hold them harmless from and against, any and all damages, losses, liabilities, obligations, claims, contingencies, damages, costs and expensesexpenses (including, including all judgmentswithout limitation, amounts paid in settlements, court costs reasonable expenses of investigation and reasonable attorneys’ ' fees and costs expenses in connection with any action, suit or proceeding) (collectively, "Damages") incurred or suffered by any of investigation that any the Buyer Party may suffer or incur as a result Parties arising out of or relating related to (ai) any breach or alleged breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement, or any exhibit or schedule to this Agreement or any certificate delivered by Seller pursuant to this Agreement, (ii) any Liability (and/or any other obligation not expressly assumed by Buyer herein) and/or (iii) any breach of any representation, warranty, covenant or agreement of any of the representationsPrincipal Members contained herein. In addition, warrantieseach Principal Member shall, covenants severally and not jointly, indemnify, defend and hold Buyer parties harmless from and against all damages arising out of or agreements made by the Company related to a breach of such Principal Member of any representation or warranty in this Agreement Article 3A, or in the other Transaction Documents any covenant or agreement of such Principal Member. (b) any action instituted against Subject to Section 8.2(c) below, Seller's, Members', Stockholders' and Company's (collectively, the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants "Seller Parties") obligations under this Section 8.2 and under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that Merger Agreement (i) shall in no event exceed $2,000,000 in aggregate (the employment thereof has been specifically authorized by "Seller Cap"); and shall not apply unless and until the Company in writing, (ii) the Company has failed after a reasonable period aggregate amount of time to assume all such defense and to employ counsel or (iii) in such action there is, Damages exceed $100,000 in the reasonable opinion of such separate counsel, a material conflict on any material issue between aggregate (the position of the Company and the position of the Buyer Party"Seller Basket"), in which case the Company appropriate Seller Party shall be responsible liable for all such Damage amounts, regardless of the reasonable fees and expenses of no more than one such separate counsel. The Company will Seller Basket, subject to the Seller Cap. (c) Notwithstanding anything to the contrary contained herein or in the Merger Agreement, (i) the Seller Basket shall not be liable apply to any claims for indemnification which are attributable to any breach of (x) Sections 2.1, 2.2, 2.3, 2.14 or 2A.1 of the Merger Agreement or Sections 3.1, 3.2, 3.3, 3.12 or Article 3A of this Agreement (collectively, the "Fundamental Representations") (y) any representation or warranty which constitutes fraud by a Seller Party; and (ii) the Seller Cap shall not apply to any claims for indemnification which are attributable to (x) any breach of a Fundamental Representation, (y) any breach of a representation or warranty which constitutes fraud by a Seller Party or (z) any claim relating to Environmental Matters, Taxes and/or SBIR contracts. Notwithstanding anything to the contrary in this Agreement or the Merger Agreement to the contrary, in no event shall a Seller Party's total aggregate liability to a Buyer Party under this Agreement and/or the Merger Agreement exceed such Seller Party's Pro Rata Share. (id) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) Notwithstanding anything to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement contrary contained herein or in the other Transaction DocumentsMerger Agreement, Seller Parties shall indemnify, defend and hold the Buyer Parties harmless against any Damages arising from, relating to or constituting any liability, for investigative, remedial or response actions or otherwise, under Environmental Laws, arising out of the ownership, operation or condition of the Business and/or its properties on or prior to the Closing (notwithstanding the disclosure of the possibility of such event in the IES Report or otherwise).

Indemnification of Buyer. Subject to the provisions of this Section 4.7Seller shall indemnify, the Company will indemnify defend and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, membersemployees, partners or employees (representatives, successors and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) assigns harmless from and against any and all lossesdamage, liabilitiesloss, obligationscost, obligation, claims, contingenciesdemands, damagesassessments, costs and expensesjudgments or liability (whether based on contract, tort, product liability, strict liability or otherwise), including taxes, and all judgmentsexpenses (including interest, amounts paid in settlements, court costs penalties and reasonable attorneys’ ' and accountants' fees and costs disbursements) (collectively referred to as "Damages") incurred by any of investigation that the above-named persons, resulting from or in connection with any one or more of the Buyer Party may suffer or incur as a result of or relating to following: (a) any Misrepresentations, breach of warranties, or failure to perform any covenant or agreement of the representations, warranties, covenants Corporation or agreements made by the Company in this Agreement or in the other Transaction Documents or Seller contained herein; (b) Debts, commitments, obligations of the Corporation or Seller for any action instituted against transaction, event or act that occurred on or prior to the BuyerClosing that materially adversely affects the value of the Practice Assets; (c) Claims, actions or suits (i) by former employees of the Corporation or (ii) relating to claims of malpractice which arose or were based on events occurring on or prior to the Closing; or (d) The Corporation's or Seller's failure to discharge federal, state or local tax liabilities or pension or benefit plan obligations incurred on or prior to the Closing. Buyer agrees to give prompt notice to Seller of the assertion of any claim, or the threat or commencement of any of its Affiliatessuit, by any stockholder of the Company who is not an Affiliate of the Buyeraction, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties proceeding or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party other matter in respect of which indemnity may be sought pursuant to under this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer PartySection 6.1. Any Buyer Party shall have the right to employ separate counsel in any such action and Seller may participate in the defense thereofof any such suit, but the fees and expenses of such counsel action, proceeding or other matter at Seller's expense. Seller shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) Section 6.1 for any settlement by the Buyer Party effected without the Company’s prior written consentSeller's consent of any claim, suit, action, proceeding or other matter in respect of which indemnity may be sought under this Section 6.1, which consent shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentswithheld.