Common use of Indemnification of Purchaser Clause in Contracts

Indemnification of Purchaser. SCPPA undertakes and agrees, to the extent permitted by law, to indemnify and hold harmless Purchaser, its board, officers, agents, attorneys, advisors, employees, and the employees of the governmental entity of which the agent is a part, past, present or future (collectively, “Purchaser Indemnitees”), from and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of this Agreement by SCPPA, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and advisors, past, present or future. At Purchaser’s option, SCPPA shall defend Purchaser Indemnitees from and against any and all Losses. If SCPPA, in response to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision of this Agreement shall affect Purchaser’s obligation to make any payment in accordance with Section 8.1 of this Agreement or to pay any other amounts or costs required to be paid by it under this Agreement.

Indemnification of Purchaser. SCPPA undertakes and agreesSeller hereby agrees to defend, to the extent permitted by lawindemnify, to indemnify and hold harmless Purchaser, its boardAffiliates, and each of their respective officers, directors, stockholders, members, managers, employees, representatives, agents, attorneys, advisors, employeessuccessors and assigns (individually, and the employees of the governmental entity of which the agent is a part, past, present or future (collectively, the “Purchaser IndemniteesIndemnified Parties”), from ) against and against in respect of any and all losses, liabilities, damages, actions, suits, proceedings, claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suitsassessments, costsamounts paid in settlement, expenses (including attorneys’ fees and expenses) fines, costs or disbursements of any kind or nature whatsoever in lawdeficiencies, equity or otherwise (including, without limitation, deathinterest, bodily injury penalties and reasonable attorneys fees and costs, including the cost of seeking to enforce the indemnity provisions hereof, whether or personal injury to any person or damage or destruction to any property of Purchasernot arising from a third party claim, SCPPA or third persons) (collectively, “Losses”) which may be imposed on), incurred caused by or asserted against Purchaser resulting or arising by manner of from, or otherwise with respect to, (i) any inaccuracy in or any breach of any of Seller’s representations or warranties contained in this Agreement by SCPPA, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and advisors, past, present or future. At Purchaser’s option, SCPPA shall defend Purchaser Indemnitees from and against any and all Losses. If SCPPA, in response to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision instrument or other document delivered pursuant hereto, (ii) any breach of this Agreement shall affect Purchaseror any failure to perform or comply with any of Seller’s obligation to make any payment covenants contained in accordance with Section 8.1 of this Agreement or to pay any other amounts or costs required to be paid by it under this Agreement, (iii) any liability or obligation of any Company, whether asserted prior to or following the Closing, arising from any act or omission prior to the Closing that did not occur as part of, or in a manner reasonably related to, the conduct of the Business, (iv) any liability or obligation arising in connection with the Specified Litigation or otherwise arising under Environmental Requirements in connection with properties or facilities formerly owned, leased or used in connection with the Business, and (v) any liability or obligation arising in connection with the Specified Dispute; provided, however, that in each case Losses shall be calculated net of any indemnification recovered from third parties and insurance proceeds.

Indemnification of Purchaser. SCPPA undertakes (a) The ERC Shareholders agree, jointly and agreesseverally, subject to the extent permitted by lawlimitations in Section 4.5(j) and Section 9.2(b), to indemnify and hold harmless Purchaser, its boardaffiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries), and their officers, directors, employees, agents, attorneyssuccessors, advisors, employees, transferees and the employees of the governmental entity of which the agent is assigns (each a part, past, present or future (collectively, “"Purchaser Indemnitees”), Indemnified Party") harmless from and against any and all claims, demands, liabilities, obligationsexpenses, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees Taxes, deficiencies, liabilities and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise damages (including, without limitation, death, bodily injury reasonable attorney's fees and expenses) incurred or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) suffered by them (collectively, “Losses”"Purchaser Indemnifiable Damages") which may be imposed on, incurred by resulting from or asserted against Purchaser arising by manner out of (i) any breach of a representation or warranty made by ERC or any ERC Shareholder in or pursuant to this Agreement Agreement, (ii) any breach of the covenants or agreements made by SCPPAERC or any ERC Shareholder in this Agreement, or the negligent acts(iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreement, errors, omissions or willful misconduct incident (iv) with respect to the performance of this Agreement any Taxes imposed on the part of SCPPA ERC Shareholders, ERC, the LLC or any of SCPPA’s directorsthe Subsidiaries with respect to any period, board membersor any portion of any period, officers, employees, agents and advisors, past, present ending on or future. At Purchaser’s option, SCPPA shall defend prior to the date of the Effective Time (except to the extent such Taxes are imposed by reason of a breach by any member of the Purchaser Indemnitees from and against any and all Losses. If SCPPA, in response Group of a covenant or agreement relating to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection treatment of counsel, and Purchaser shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision of the transactions contemplated by this Agreement as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall affect Purchaser’s obligation to make any payment arise unless such Taxes are in accordance with Section 8.1 excess of this Agreement the reserve for Taxes reflected on either the Financial Statements or to pay any other amounts or costs required to be paid by it under this Agreementthe Interim Financial Statements.

Indemnification of Purchaser. SCPPA undertakes and agrees, (i) Subject to the extent permitted by lawother limitations in this Article 8, to from and after the Closing, each of the Sellers, severally and not jointly, on a pro rata basis based on the percentages set forth across from such Seller’s name on the “Sellers Schedule” (“Pro Rata Share”), shall indemnify and hold harmless the Purchaser, its board, Affiliates (including the Company) and any of their respective officers, agents, attorneys, advisorsdirectors, employees, stockholders, successors and the employees of the governmental entity of which the agent is a part, past, present or future assigns (collectively, the “Purchaser Indemnitees”) in respect of any loss, liability, claim, obligation, demand, judgment, suit, action, cause of action, assessment, award, fine, penalty, deficiency, interest, damage, cost or expense (including reasonable legal expenses and costs), from whether or not involving a third party claim (individually, a “Loss” and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) (collectively, “Losses”; provided, that (x) any punitive, exemplary, special, indirect or consequential damages shall not be deemed to be “Losses” hereunder except to the extent any such damages are paid by an Indemnified Party to a third party (other than another Indemnified Party) and (y) consequential, special and indirect damages means those damages that arise solely from the special circumstances of the Indemnified Party that have not been communicated to, or are not known by, the Indemnifying Party) which may be imposed on, is incurred or suffered by or asserted against a Purchaser arising by manner Indemnitee as a result of: (A) the breach of any breach representation or warranty of the Company contained in this Agreement by SCPPA, or when made as of the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and advisors, past, present or future. At Purchaser’s option, SCPPA shall defend Purchaser Indemnitees from and against any and all Losses. If SCPPA, in response to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision of this Agreement shall affect Purchaser’s obligation to make any payment in accordance with Section 8.1 date of this Agreement or to pay of any other amounts statement set forth in the Certificate contemplated by Section 3.4(b)(i); (B) the breach by the Company of any covenant or costs agreement contained in this Agreement which is required to be performed prior to Closing or the breach by the Sellers’ Representative of any covenant or agreement contained in this Agreement which is required to be performed from and after the Closing; (C)(1) all Taxes (or the nonpayment thereof) of any member of the Company Group for any Pre-Closing Tax Period and any Pre-Closing Straddle Period; (2) all Taxes of any member of an affiliated, combined or unitary group of which any member of the Company Group is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; (3) any and all Taxes of any Person (other than a member of the Company Group) imposed on such member of the Company Group as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date, and except, in the case of any Taxes imposed as a result of any Contract, to the extent such Taxes relate to a Contract executed in the ordinary course of business and not primarily related to Taxes; and (D) any Indebtedness of the Company Group existing as of the Effective Time or Transaction Expenses not fully paid by it under this Agreementon the Closing Date.

Indemnification of Purchaser. SCPPA undertakes and agreesAfter the Closing Date, subject to the extent permitted by lawprovisions of this Article X and Exhibit D, to indemnify Seller shall indemnify, defend and hold harmless Purchaser, Purchaser and its board, officers, agents, attorneys, advisors, employeesAffiliates, and the employees of the governmental entity of which the agent is a part, past, present or future (collectively, “Purchaser Indemnitees”), from its and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of this Agreement by SCPPA, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s their directors, board members, officers, employees, agents and advisors, past, present or future. At Purchaser’s option, SCPPA shall defend representatives (“Purchaser Indemnitees Indemnified Parties”) from and against any and all Losses. If SCPPADamages incurred by any Purchaser Indemnified Party arising from, in response connection with or constituting (a) any breach by Seller of any representation or warranty of Seller contained in or made pursuant to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision of this Agreement shall affect Purchaser’s obligation (interpreted without giving effect to make any payment Company Material Adverse Effect or materiality qualifications, other than such qualifications contained in Section 4.10(c), Section 4.17(a) (first sentence), Section 4.18 (second sentence)); (b) any breach by Seller of, or failure by Seller to perform in accordance with Section 8.1 their terms, any covenant or agreement of Seller contained in or made pursuant to this Agreement or any Transaction Document; (c) Damages incurred by the Purchaser Indemnified Parties arising from, in connection with or constituting any obligation to pay repurchase any Mortgage Loan originated on or before the Closing Date; (d) the operations, and any Liabilities of the business, of the Company before the Closing (other than any matter for which a claim for indemnification could be asserted under Section 10.2(c) (but considered without regard to any limitations applicable to such claim, including pursuant to Section 10.5(a))); (e) Damages incurred by the Purchaser Indemnified Parties arising from, in connection with or related to that certain Stock Purchase Agreement by and between Xxxxx Xxxxx Xxxxxxxxxx, Seller and Knight, dated as of March 29, 2010; and (f) Damages incurred by the Purchaser Indemnified Parties arising under or in connection with any of the indemnification or repurchase obligations set forth on Section 4.9(b) of the Disclosure Letter and any other amounts or costs required similar obligations of the Company that arise prior to be paid by it under this AgreementClosing.

Indemnification of Purchaser. SCPPA undertakes and agrees, to the extent permitted by law, to The Company will indemnify and hold harmless Purchaser, its boardthe Purchasers and their directors, officers, agentsshareholders, attorneyspartners, advisorsemployees and agents (each, employees, and the employees of the governmental entity of which the agent is a part, past, present or future (collectively, “"Purchaser Indemnitees”), Party") harmless from and against any and all claims, demandslosses, liabilities, obligations, lossesclaims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation (whether directcollectively, indirect "Losses") that any such Purchaser Party may suffer or consequentialincur as a result of or relating to any misrepresentation, breach or inaccuracy, or any allegation by a third party that, if true, would constitute a breach or inaccuracy, of any of the representations, warranties or covenants made by the Company in this Agreement or any other Transaction Documents; provided, however, that, with respect to Losses arising from the misrepresentation, breach or inaccuracy of any representation or warranty made by the Company in this Agreement, (i) the Purchaser Parties shall only be entitled to the indemnity provided for in this Section 4.7 for those Losses for which a claim is asserted pursuant to this Section 4.7 on or prior to the Representation Termination Date, (ii) the Purchaser Parties shall only be entitled to such indemnity to the extent that all Losses of all Purchaser Parties (in the aggregate) exceed $1,500,000 (in which event, this indemnity will be applicable to all such Losses, including the first $1,500,000), penalties, actions, loss of profits, judgments, orders, suits, costs, and (iii) the Company's aggregate liability to the Purchaser Parties with respect to all Losses shall not exceed $75,000,000. The Company will reimburse such Purchaser for its reasonable legal and other expenses (including attorneys’ fees and expenses) or disbursements the cost of any kind or nature whatsoever investigation, preparation and travel in lawconnection therewith) incurred in connection therewith, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of this Agreement by SCPPA, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and advisors, past, present or future. At Purchaser’s option, SCPPA shall defend Purchaser Indemnitees from and against any and all Losses. If SCPPA, in response to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or disposition, as such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision of this Agreement shall affect Purchaser’s obligation to make any payment in accordance with Section 8.1 of this Agreement or to pay any other amounts or costs required to be paid by it under this Agreementexpenses are incurred.

Indemnification of Purchaser. SCPPA undertakes and agreesAfter the Closing Date, subject to the extent permitted by lawprovisions of this Article X and Exhibit D, to indemnify Seller shall indemnify, defend and hold harmless Purchaser, Purchaser and its board, officers, agents, attorneys, advisors, employeesAffiliates, and the employees of the governmental entity of which the agent is a part, past, present or future (collectively, “Purchaser Indemnitees”), from its and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of this Agreement by SCPPA, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s their directors, board members, officers, employees, agents and advisors, past, present or future. At Purchaser’s option, SCPPA shall defend representatives (“Purchaser Indemnitees Indemnified Parties”) from and against any and all Losses. If SCPPADamages incurred by any Purchaser Indemnified Party arising from, in response connection with or constituting (a) any breach by Seller of any representation or warranty of Seller contained in or made pursuant to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision of this Agreement shall affect Purchaser’s obligation (interpreted without giving effect to make any payment Company Material Adverse Effect or materiality qualifications, other than such qualifications contained in Section 4.10(c), Section 4.17(a) (first sentence), Section 4.18 (second sentence)); (b) any breach by Seller of, or failure by Seller to perform in accordance with Section 8.1 their terms, any covenant or agreement of Seller contained in or made pursuant to this Agreement or any Transaction Document; (c) Damages incurred by the Purchaser Indemnified Parties arising from, in connection with or constituting any obligation to pay repurchase any Mortgage Loan originated on or before the Closing Date; (d) the operations, and any Liabilities of the business, of the Company before the Closing (other than any matter for which a claim for indemnification could be asserted under Section 10.2(c) (but considered without regard to any limitations applicable to such claim, including pursuant to Section 10.5(a))); (e) Damages incurred by the Purchaser Indemnified Parties arising from, in connection with or related to that certain Stock Purchase Agreement by and between Xxxxx Xxxxx Xxxxxxxxxx, Seller and Knight, dated as of March 29, 2010; and (f) Damages incurred by the Purchaser Indemnified Parties arising under or in connection with any of the indemnification or repurchase obligations set forth on Section 4.9(b) of the Disclosure Letter and any other amounts or costs required similar obligations of the Company that arise prior to be paid by it under this Agreement.Closing. Section 10.3

Indemnification of Purchaser. SCPPA undertakes and agrees, to the extent permitted by law, to The Corporation will indemnify and hold harmless Purchaserthe Purchaser and its directors, its boardmanagers, officers, agentsshareholders, attorneysmembers, advisorspartners, employeesemployees 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 Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, managers, officers, shareholders, agents, members, partners or employees (and any other Person with a functionally equivalent role of the governmental entity a Person holding such titles notwithstanding a lack of which the agent is such title or any other title) of such controlling persons (each, a part, past, present or future (collectively, “Purchaser IndemniteesParty”), ) harmless from and against any and all claims, demandslosses, liabilities, obligations, lossesclaims, damages (whether directcontingencies, indirect or consequential)damages, penaltiescosts and expenses, actions, loss of profits, including all judgments, ordersamounts paid in settlements, suits, costs, expenses (including court costs and reasonable attorneys’ fees and expensescosts of investigation that any of the Purchaser Party may suffer or incur as a result of or relating to (a) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of any of the representations, warranties, covenants or agreements made by the Corporation in this Agreement by SCPPAor in the other Transaction Documents or (b) any action instituted against the Purchaser, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directorsits Affiliates, board membersby any stockholder of the Corporation, officers, employees, agents and advisors, past, present or future. At with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Purchaser’s optionrepresentations, SCPPA shall defend warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Indemnitees from and against may have with any and all Losses. If SCPPAsuch stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, in response to Purchaser’s requestgross negligence, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement willful misconduct or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision of this Agreement shall affect Purchaser’s obligation to make any payment in accordance with Section 8.1 of this Agreement or to pay any other amounts or costs required to be paid by it under this Agreementmalfeasance).

Indemnification of Purchaser. SCPPA undertakes and agrees, to the extent permitted by law, to The Corporation will indemnify and hold harmless Purchaserthe Purchaser and its directors, its boardmanagers, officers, agentsshareholders, attorneysmembers, advisorspartners, employeesemployees 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 Purchaser (within the meaning of § 15 of the Securities Act and § 20 of the Exchange Act), and the directors, managers, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of the governmental entity a Person holding such titles notwithstanding a lack of which the agent is such title or any other title) of such controlling persons (each, a part, past, present or future (collectively, “Purchaser IndemniteesParty”), ) harmless from and against any and all claims, demandslosses, liabilities, obligations, lossesclaims, damages (whether directcontingencies, indirect or consequential)damages, penaltiescosts and expenses, actions, loss of profits, including all judgments, ordersamounts paid in settlements, suits, costs, expenses (including court costs and reasonable attorneys’ fees and expensescosts of investigation that any the Purchaser Party may suffer or incur as a result of or relating to (a) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of any of the representations, warranties, covenants or agreements made by the Corporation in this Agreement by SCPPAor in the other Transaction Documents or (b) any action instituted against the Purchaser, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directorsits Affiliates, board membersby any stockholder of the Corporation, officers, employees, agents and advisors, past, present or future. At with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Purchaser’s optionrepresentations, SCPPA shall defend warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Indemnitees from and against may have with any and all Losses. If SCPPAsuch stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, in response to Purchaser’s requestgross negligence, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement willful misconduct or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision of this Agreement shall affect Purchaser’s obligation to make any payment in accordance with Section 8.1 of this Agreement or to pay any other amounts or costs required to be paid by it under this Agreementmalfeasance).

Indemnification of Purchaser. SCPPA undertakes and agrees, Subject to the extent permitted by lawprovisions of this Section 4.4 and in addition to the indemnity provided to the Purchaser in Section 4.6(i), to the Company will indemnify and hold harmless Purchaser, the Purchaser and its boarddirectors, officers, agentsshareholders, attorneysmembers, advisorspartners, employeesemployees 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 Purchaser (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 the governmental entity a Person holding such titles notwithstanding a lack of which the agent is such title or any other title) of such controlling Persons (each, a part, past, present or future (collectively, “Purchaser IndemniteesParty”), ) harmless from and against any and all claims, demandslosses, liabilities, obligations, lossesclaims, damages (whether directcontingencies, indirect or consequential)damages, penaltiescosts and expenses, actions, loss of profits, including all judgments, ordersamounts paid in settlements, suits, costs, expenses (including court costs and reasonable attorneys’ fees and expensescosts of investigation that any Purchaser Party may suffer or incur as a result of or relating to (a) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement by SCPPAor in the other Transaction Documents; provided that such claim for indemnification relating to a breach of the representations or warranties is made prior to the expiration of the survival periods for such representations or warranties set forth in Section 5.11, or (b) any action instituted against the negligent actsPurchaser Parties in any capacity, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPAthem or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of the Purchaser Party (a “Stockholder Claimant”), with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon (i) a material breach of the Purchaser Party’s directorsrepresentations, board memberswarranties or covenants under the Transaction Documents, officers(ii) any agreements or understandings the Purchaser Party may have with any Stockholder Claimant, employees(iii) any violations by the Purchaser Party of state or federal securities Laws or (iv) any conduct by the Purchaser Party which is finally judicially determined to constitute fraud, agents and advisors, past, present gross negligence or futurewillful misconduct). At Purchaser’s option, SCPPA If any action shall defend Purchaser Indemnitees from and be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and all Lossesthe Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. If SCPPAAny Purchaser Party shall have the right to employ (at the Company’s cost) separate counsel in any such action and participate in the defense thereof; provided, in response however, that the Company shall only be responsible for the reasonable fees and expenses of one such separate counsel. The Company will not be liable to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve Party under this Agreement (y) for any settlement or dispositionby such Purchaser Party effected without the Company’s prior written consent, such approval which shall not to be unreasonably withheld. Nothing withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to such Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Section 13.7 or in any other provision of this Agreement shall affect Purchaser’s obligation to make any payment in accordance with Section 8.1 of this Agreement or to pay any in the other amounts Transaction Documents. The indemnification required by this Section 4.4 shall be made by periodic payments of the amount thereof during the course of the investigation or costs required defense, as and when bills are received or are incurred; provided that, if the Purchaser Party is determined by final judgment of a court of competent jurisdiction to be paid by it under this Agreementnot entitled to indemnification, the Purchaser Party shall promptly reimburse the Company for the funds that were advanced. 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 Purchaser. SCPPA undertakes (i) From and agreesafter the Closing, to the extent permitted by lawPrincipal Owners shall, to jointly and severally, indemnify and hold harmless the Purchaser, each of its boardAffiliates (including, following the Closing, the Acquired Companies) and each of its and their respective managers, directors, officers, agents, attorneys, advisors, employees, members, partners, stockholders, successors and permitted assignees (the employees of the governmental entity of which the agent is a part, past, present or future (collectively, “Purchaser Indemnitees”), from and against any and all claimslosses, demandsdamages, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actionsTaxes, loss of profitsfines, judgments, ordersawards, suitssettlements, costs, expenses (including attorneys’ fees and expenses) or disbursements , including costs of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third personsinvestigation and reasonable attorneys’ fees) (all of the foregoing collectively, “Losses”) which may be imposed onincurred, incurred suffered, paid or sustained by any Purchaser Indemnitee as a result of or asserted against Purchaser arising by manner in connection with (A) any breach or inaccuracy in of any of the representations or warranties of the Sellers contained herein; (B) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by (x) any Acquired Company contained herein to be performed prior to or at the Closing, and (y) any Seller contained in this Agreement Agreement; (C) Indemnified Taxes; (D) any claims made by SCPPASellers (or any direct or indirect holders thereof) with respect to the computation or allocation of the Purchase Price among Sellers (including the calculation and determination of their applicable Pro Rata Share, Per Share Merger Consideration, or the negligent acts, errors, omissions or willful misconduct incident to calculations and determinations set forth in the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and advisors, past, present or future. At Purchaser’s option, SCPPA shall defend Purchaser Indemnitees from and against any and all Losses. If SCPPA, in response to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 Payment Notice or in any other provision Post-Closing Adjustment or disbursement of this Agreement shall affect Purchaser’s obligation to make any payment Escrow Shares at any time); (E) dissenters’, appraisal or similar rights asserted by any equityholder of the Acquired Companies under any Law; (F) any unpaid Change in accordance with Section 8.1 of this Agreement Control Payments or to pay Transaction Expenses; and (G) any other amounts or costs required to be paid by it under this AgreementSpecial Indemnity Event.