Common use of Indemnification of Seller by Purchaser Clause in Contracts

Indemnification of Seller by Purchaser. Purchaser (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party") shall indemnify, defend, ------------ and hold harmless Seller, its affiliates and their respective officers, directors, and shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties, or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or such officers, directors, shareholders, successors, or assigns with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Seller hereunder or thereunder; (b) A breach by the Indemnifying Party of any covenant, restriction, or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by the Indemnifying Party to Seller hereunder or thereunder; (c) Any claims of any brokers or finders, claiming by, through, or under the Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Date. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount").

Indemnification of Seller by Purchaser. (a) From and after the Closing Date, Purchaser (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party") shall indemnify, defend, ------------ indemnify and save and hold harmless Seller, Seller and its affiliates and their respective officers, directorsdirectors and Affiliates (collectively, and shareholders, successors and assigns, the “Seller Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties, Covered Losses suffered by any such Seller Indemnified Parties resulting from or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or such officers, directors, shareholders, successors, or assigns with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: : (ai) A breach by the Indemnifying Party failure of any representation or warranty of Purchaser contained in Article 3 hereof to be true and correct in all respects (without giving effect to any “material adverse effect,” or similar qualification contained in any such representation or warranty) on and as of the date of this Agreement and on and as of the Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); (ii) any nonfulfillment or breach of any covenant or agreement made by the Indemnifying Party and contained Purchaser in this Agreement or that survives the Closing Date pursuant to Section 11.01(b); and (iii) any Assumed Liability. For the avoidance of doubt, Purchaser’s obligations to indemnify and hold harmless the Seller Indemnified Parties pursuant to clause (ii) of the immediately preceding sentence shall not terminate until the full performance of the relevant covenants in any certificate or other document delivered by said party to Seller hereunder or thereunder;accordance with their terms. (b) A breach by The Seller Indemnified Parties shall not be entitled to assert any indemnification claim in accordance with Section 11.03(a)(i) with respect to misrepresentations of or inaccuracies in the Indemnifying Party representations and warranties of any covenantPurchaser in Article 3 hereof after the expiration of the applicable survival period pursuant to Section 11.01(a); provided, restrictionhowever, that if on or agreement made by or applicable prior to the Indemnifying Party and contained expiration of the applicable survival period, a notice of claim shall have been given to Purchaser pursuant to Section 11.04 for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Agreement or in any certificate or other document delivered by the Indemnifying Party to Seller hereunder or thereunder;Article 11. (c) Any claims indemnification of any brokers a Seller Indemnified Party pursuant to this Section 11.03 shall be effected by wire transfer or finders, claiming by, through, transfers of immediately available funds from Purchaser to an account or under accounts designated by the applicable Seller Indemnified Party to Purchaser or its affiliates for within fifteen (15) days after the final determination thereof. In the event Purchaser does not pay any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken payable under this Agreement; and Section 11.03 within the time period set forth above, Purchaser shall pay interest on such amount due at a rate of twelve percent (e12%) Except for any Excluded Liabilitiesper annum, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced after the Closing Date which relates to or arises shall accrue from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Date. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in due date for such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only payment to the excess date of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twentyactual payment, based on a 360-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount")day year.

Indemnification of Seller by Purchaser. (a) From and after the Closing Date, Purchaser (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party") and its Affiliates shall indemnify, defend, ------------ indemnify and save and hold harmless Seller, its affiliates Affiliates and their respective officers, directors, employees and shareholdersagents (collectively, successors and assigns, the “Seller Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties, Covered Losses suffered by any such Seller Indemnified Parties resulting from or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or such officers, directors, shareholders, successors, or assigns with respect to, in connection with, arising from, or alleged to result from, arise out of, : (i) any misrepresentation of or be inaccuracy in connection with: (a) A breach by the Indemnifying Party of any representation or warranty of Purchaser referenced in Section 11.01(a); (ii) any nonfulfillment or breach of any covenant or agreement made by the Indemnifying Party and contained Purchaser in this Agreement or in that survives the Closing Date pursuant to Section 11.01(c); and (iii) any certificate or other document delivered by said party to Seller hereunder or thereunder;Assumed Liability. (b) A breach by The Seller Indemnified Parties shall not be entitled to assert any indemnification in accordance with Section 11.03(a)(i) after the Indemnifying Party expiration of any covenantthe applicable survival period with respect to misrepresentations of or inaccuracies in the representations and warranties of Purchaser referenced in Section 11.01(a); provided, restrictionhowever, that if on or agreement made by or applicable prior to the Indemnifying Party and contained expiration of the applicable survival period, a notice of claim shall have been given to Purchaser pursuant to Section 11.04 (Procedures Relating to Indemnification) for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Agreement or in any certificate or other document delivered by the Indemnifying Party to Seller hereunder or thereunder;Article 11. (c) Any claims indemnification of any brokers a Seller Indemnified Party pursuant to this Section 11.03 shall be effected by wire transfer or finders, claiming by, through, transfers of immediately available funds from Purchaser to an account or under accounts designated by the applicable Seller Indemnified Party to Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced within 15 days after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Datefinal determination thereof. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount").

Indemnification of Seller by Purchaser. (a) From and after the Closing Date, Purchaser (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party") and its Affiliates shall indemnify, defend, ------------ indemnify and save and hold harmless Seller, its affiliates Affiliates and their respective officers, directors, employees and shareholdersagents (collectively, successors and assigns, the “Seller Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties, Covered Losses suffered or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, any such Seller Indemnified Parties resulting from or such officers, directors, shareholders, successors, or assigns with respect to, in connection with, arising from, or alleged to result from, arise out of: (i) any breach of, misrepresentation of or be in connection with: (a) A breach by inaccuracy in, as of the Indemnifying Party date of this Agreement or as of the Closing Date, any representation or warranty of Purchaser in this Agreement; (ii) any nonfulfillment or breach of any covenant or agreement made by the Indemnifying Party and contained Purchaser in this Agreement or in Agreement; and (iii) any certificate or other document delivered by said party to Seller hereunder or thereunder;Assumed Liability. (b) A breach by The Seller Indemnified Parties shall not be entitled to assert any indemnification in accordance with Section 12.03(a)(i) after the Indemnifying Party expiration of any covenantthe applicable survival period with respect to misrepresentations of or inaccuracies in the representations and warranties of Purchaser referenced in Section 12.01(a); provided, restrictionhowever, that if on or agreement made by or applicable prior to the Indemnifying Party and contained expiration of the applicable survival period, a notice of claim shall have been given to Purchaser pursuant to Section 12.05 for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Agreement or in any certificate or other document delivered by the Indemnifying Party to Seller hereunder or thereunder;Article 12. (c) Any claims indemnification of any brokers a Seller Indemnified Party pursuant to this Section 12.03 shall be effected by wire transfer or finders, claiming by, through, transfers of immediately available funds from Purchaser to an account or under accounts designated by the applicable Seller Indemnified Party to Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced within 15 days after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Datefinal determination thereof. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount").

Indemnification of Seller by Purchaser. From and after the Closing Date, Purchaser (for purposes -------------------------------------- of this Section 10.3 8.3 only, "Indemnifying Party") shall indemnify, defend, ------------ and hold harmless Seller, Seller and its affiliates Affiliates and their respective officers, directors, and shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties, penalties or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, fees and accounting fees) ), but excluding any punitive or exemplary damages ("Actual Losses") actually incurred by Seller, its affiliates, or any such officers, directors, shareholders, successors, or assigns Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Seller or its Affiliates hereunder or thereunder; (b) A breach by the Indemnifying Party of any covenant, restriction, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by the Indemnifying Party said party to Seller or its Affiliates hereunder or thereunder;; or (c) Any claims of any brokers or finders, claiming by, through, or under the Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, expense or damage suffered as the direct result of (i) the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, including, without limitation, any other claim, debt, suit, cause of action, investigation, Assumed Liability or proceeding of any kind whatsoever instituted or commenced after (ii) the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its assertion against Seller or any of their ownership its Affiliates of any liability or operation obligation of the Acquired Assets Business as owned or operated by Purchaser or its Affiliates, except for any liability or obligation for which Seller is required to indemnify Purchaser for pursuant to this Agreement. The Indemnifying Party shall not be required to indemnify Seller and its Affiliates pursuant to Section 8.3(a) unless and until the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Date. (aaggregate of all Losses pursuant to Section 8.3(a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) 250,000 (the "Basket") and in such case (i) Seller's and its affiliatesAffiliates' right to recover for Section 10.3(a8.3(a) claims shall apply only to the excess of --------------- the Basket; and (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a8.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price $7,000,000 (the "Cap Amount"). If any Loss indemnifiable pursuant to Section 8.3(a) above would also be indemnifiable pursuant to Section 8.3(b) or Section 8.3(c) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.3(b) or Section 8.3(c), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.3 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline).

Indemnification of Seller by Purchaser. (a) From and after the Closing Date, subject to the provisions of Sections 7.4 and 7.5, Purchaser (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party") shall indemnify, defend, ------------ indemnify and save and hold harmless Seller, Seller and its affiliates and their respective officers, directorsdirectors and Affiliates (collectively, and shareholders, successors and assigns, the “Seller Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties, Covered Losses suffered by any such Seller Indemnified Parties resulting from or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or such officers, directors, shareholders, successors, or assigns with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: : (ai) A breach by the Indemnifying Party any failure of any representation or warranty made by Purchaser to be true and correct as of the Indemnifying Party and contained in date of this Agreement or as of, and as if made on, the Closing Date, provided, however, that if any such representation or warranty is qualified in any certificate respect by materiality or other document delivered Purchaser Material Adverse Affect, for purposes of this paragraph such qualifiers will in all respects be ignored; (ii) any nonfulfillment or breach of any covenant or agreement made by said party to Seller hereunder Purchaser in this Agreement; and (iii) actions taken by Purchaser, the Company or thereunder;their respective subsidiaries after the Closing Date in connection with the conduct of the business of the Company. (b) A breach by The Seller Indemnified Parties shall not be entitled to assert any indemnification pursuant to clause (i) of Section 7.3(a) after the Indemnifying Party date that is eighteen (18) months after the Closing Date; provided that if on or prior to such date, a notice of any covenantclaim shall have been given to Purchaser pursuant to Section 7.4 hereof for such indemnification, restriction, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or agreement made by or applicable to the Indemnifying Party and contained otherwise resolved as provided in this Agreement or in any certificate or other document delivered by the Indemnifying Party to Seller hereunder or thereunder;Article VII. (c) Any claims indemnification of any brokers a Seller Indemnified Party pursuant to this Section 7.3 shall be effected by wire transfer or finders, claiming by, through, or under transfers of immediately available funds from Purchaser to an account designated by the applicable Seller Indemnified Party to Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; within fifteen (d15) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced days after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Datedetermination thereof. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount").

Indemnification of Seller by Purchaser. (a) From and after the Closing Date, Purchaser (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party") shall indemnify, defend, ------------ indemnify and save and hold harmless Seller, Seller and its affiliates and their respective officers, directorsdirectors and Affiliates (collectively, and shareholders, successors and assigns, the "Seller Indemnified Parties") from and against any and all costs, expenses, losses, damages, fines, penalties, Covered Losses suffered by any such Seller Indemnified Parties resulting from or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or such officers, directors, shareholders, successors, or assigns with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: : (ai) A breach by the Indemnifying Party any failure of any representation or warranty made by Purchaser to be true and correct as of the Indemnifying Party and contained in date of this Agreement or as of, and as if made on, the Closing Date; (ii) any nonfulfillment or breach of any covenant or agreement made by Purchaser in this Agreement; and (iii) any certificate Third-Party Claim arising out of the conduct of the Business by Purchaser, the Company or other document delivered their respective Subsidiaries after the Closing Date. From and after the Closing Date, Purchaser shall indemnify and save and hold harmless the Seller Indemnified Parties (i) for any payments made by said party Seller under any Seller Guaranty arising out of any default following the Closing in the performance by the Company or any of the Company Subsidiaries of an obligation guaranteed by Seller pursuant to such Seller hereunder or thereunder;Guaranty the performance of which first became due after the Closing Date and (ii) as provided in Section 5.7(b). (b) A breach by The Seller Indemnified Parties shall not be entitled to assert any indemnification pursuant to clause (i) of Section 7.3(a) after the Indemnifying Party of any covenant, restriction, date that is eighteen months following the Closing Date; provided that if on or agreement made by or applicable prior to the Indemnifying Party and contained in this Agreement date that is eighteen months following the Closing Date, a notice of claim shall have been given to Purchaser pursuant to Section 7.4 (Procedures Relating to Indemnification) hereof for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to the matter or in any certificate matters to which such claim relates until such claim for indemnification has been satisfied or other document delivered by the Indemnifying Party to Seller hereunder or thereunder;otherwise resolved. (c) Any claims indemnification of any brokers a Seller Indemnified Party pursuant to this Section 7.3 shall be effected by wire transfer or finders, claiming by, through, or under transfers of immediately available funds from Purchaser to an account designated by the applicable Seller Indemnified Party to Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced within 15 days after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Datedetermination thereof. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount").

Indemnification of Seller by Purchaser. (a) From and after the Closing Date, Purchaser (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party") and its Affiliates shall indemnify, defend, ------------ defend and hold harmless Seller, its affiliates and their respective officers, directors, and shareholders, successors and assigns, the Seller Indemnified Parties from and against any and all costs, expenses, losses, damages, fines, penalties, Covered Losses actually suffered or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, any such Seller Indemnified Parties resulting from or such officers, directors, shareholders, successors, or assigns with respect to, in connection with, arising from, or alleged to result from, arise out of, : (i) any misrepresentation of or be inaccuracy in connection with: (a) A breach by the Indemnifying Party of any representation or warranty of Purchaser set forth in this Agreement; (ii) a breach of any covenant or agreement made by the Indemnifying Party and contained Purchaser in this Agreement Agreement; (iii) any Assumed Liability; and (iv) the possession, ownership, use, operation and management of the Acquired Subsidiaries, the Purchased Assets or the Business by Purchaser after the Closing (including while payment of any Transfer Taxes required to be paid in connection with the transfer of the Shares or any certificate other Purchased Assets to Purchaser and registration and/or notarization of the transfer of legal title of the Shares or any other document delivered by said party Purchased Assets to Seller hereunder or thereunder;Purchaser is pending). (b) A breach The Seller Indemnified Parties shall not be entitled to assert any indemnification in accordance with Section 11.03(a)(i) after the expiration of the applicable survival period with respect to misrepresentations of or inaccuracies in the representations and warranties of Purchaser referenced in Section 11.01(a) and any such claim shall be irrevocably and unconditionally released and waived by the Indemnifying Party of any covenantSeller Indemnified Parties, restrictionwhether or not a longer period would be permitted by applicable Law; provided, however, that if on or agreement made by or applicable prior to the Indemnifying Party and contained expiration of the applicable survival period, a notice of claim shall have been given to Purchaser pursuant to Section 11.04 for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Agreement or in any certificate or other document delivered by the Indemnifying Party to Seller hereunder or thereunder;Article 11. (c) Any claims indemnification of any brokers a Seller Indemnified Party pursuant to this Section 11.03 shall be effected by wire transfer or finders, claiming by, through, transfers of immediately available funds from Purchaser to an account or under accounts designated by the applicable Seller Indemnified Party to Purchaser or its affiliates for any amount in connection with within fifteen (15) days after the transactions contemplated by this Agreement;final determination thereof. (d) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure Nothing in this Section 11.03 shall be construed to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Date. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims Tax matters, which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) are exclusively governed by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount")Article 7.

Indemnification of Seller by Purchaser. (a) From and after the Closing Date, Purchaser will (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party"and after the Closing will cause the Company to) shall indemnify, defend, ------------ indemnify and save and hold harmless Seller, Seller and its affiliates and their respective officers, directors, directors and shareholdersAffiliates and the respective Representatives, successors and assignsassigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all costsCovered Losses incurred, expensessustained or suffered by any such Seller Indemnified Parties NAI-1502820106v1 resulting from or arising out of (i) any breach of any Fundamental Purchaser Representations or (ii) any breach of any covenant or agreement made by Purchaser or, losses, damages, fines, penalties, or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or such officers, directors, shareholders, successors, or assigns with respect toto periods following the Closing, in connection withthe Company, arising from, or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party that survives the Closing Date pursuant to Seller hereunder or thereunder;‎Section 10.01. (b) A breach by The Seller Indemnified Parties will not be entitled to assert any indemnification under Section 10.03(a) after the Indemnifying Party expiration of any covenantthe applicable survival period pursuant to Section 10.01, restrictionexcept that if, on or agreement made by or applicable prior to the Indemnifying Party expiration of the applicable survival period, a notice of claim will have been given to Purchaser pursuant to Section 10.04(a) for such indemnification, the survival period with respect to such claim shall be tolled, and contained the Seller Indemnified Parties will continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Agreement or in any certificate or other document delivered by the Indemnifying Party to Seller hereunder or thereunder;Article 10. (c) Any claims indemnification of any brokers a Seller Indemnified Party pursuant to this Article 10 will be effected by wire transfer or finders, claiming by, through, transfers of immediately available funds from Purchaser to an account or under accounts designated by the applicable Seller Indemnified Party to Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced within 15 days after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Datefinal determination thereof. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount").

Indemnification of Seller by Purchaser. Purchaser (for purposes -------------------------------------- of a) Subject to the limitations and procedures set forth in this Section 10.3 only7.03, "Indemnifying Party") Section 7.04 and Section 7.05, from and after the Closing Date, Purchaser and its Affiliates shall indemnify, defend, ------------ indemnify and save and hold harmless Seller, its affiliates Affiliates and their respective officers, directors, partners and shareholdersrepresentatives (collectively, successors and assigns, the “Seller Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties, Covered Losses suffered by any such Seller Indemnified Parties resulting from or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or such officers, directors, shareholders, successors, or assigns with respect to, in connection with, arising from, or alleged to result from, arise out of, : (i) any misrepresentation of or be inaccuracy in connection with: (a) A breach by the Indemnifying Party of any representation or warranty of Purchaser made in this Agreement; (ii) any nonfulfillment or breach of any covenant or agreement made by the Indemnifying Party and contained Purchaser in this Agreement Agreement; (iii) any Assumed Liability; and (iv) any importing or exporting activities of Purchaser or the Business occurring after the Closing and during the period that (A) Seller’s current authorization to operate the Bonded Warehouse and its Custodian Bond (No. 460609295) remain in any certificate effect or other document delivered by said party (B) the AST Bearings Importer Number remains on Seller’s Importer Bond (No. 9905B0985), in each case, pursuant to Seller hereunder or thereunder;Section 4.02(e). (b) A breach by The Seller Indemnified Parties shall not be entitled to assert any indemnification in accordance with Section 7.03(a)(i) after the Indemnifying Party expiration of any covenantthe applicable survival period with respect to misrepresentations of or inaccuracies in the representations and warranties of Purchaser made in this Agreement; provided, restrictionhowever, that if on or agreement made by or applicable prior to the Indemnifying Party and contained expiration of the applicable survival period, a notice of claim shall have been given to Purchaser pursuant to Section 7.04 (Procedures Relating to Indemnification) for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Agreement or in any certificate or other document delivered by the Indemnifying Party to Seller hereunder or thereunder;Article 7. (c) Any claims indemnification of any brokers a Seller Indemnified Party pursuant to this Section 7.03 shall be effected by wire transfer or finders, claiming by, through, transfers of immediately available funds from Purchaser to an account or under accounts designated by the applicable Seller Indemnified Party to Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced within 15 days after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Datefinal determination thereof. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount").

Indemnification of Seller by Purchaser. From and after the Closing Date, Purchaser (for purposes -------------------------------------- of this Section 10.3 8.3 only, "Indemnifying Party") shall indemnify, defend, ------------ and hold harmless Seller, Seller and its affiliates Affiliates and their respective officers, directors, and shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties, penalties or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, fees and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or any such officers, directors, shareholders, successors, or assigns Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Seller or its Affiliates hereunder or thereunder; (b) A breach by the Indemnifying Party of any covenant, restriction, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by the Indemnifying Party said party to Seller or its Affiliates hereunder or thereunder;; or (c) Any claims of any brokers or finders, claiming by, through, or under the Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, including, without limitation, any other claim, debt, suit, cause Assumed Liability. The Indemnifying Party shall not be required to indemnify Seller and its Affiliates pursuant to Section 8.3(a) unless and until the aggregate of action, investigation, or proceeding of any kind whatsoever instituted or commenced after the Closing Date which relates all Losses pursuant to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Date. (aSection 8.3(a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) 292,500 (the "Basket") and in such case (i) Seller's and its affiliatesAffiliates' right to recover for Section 10.3(a8.3(a) claims shall apply only to the excess of --------------- the Basket; and (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a8.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price $10,000,000 (the "Cap Amount"). If any Loss indemnifiable pursuant to Section 8.3(a) above would also be indemnifiable pursuant to Section 8.3(b) or Section 8.3(c) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.3(b) or Section 8.3(c), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.3 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline).

Indemnification of Seller by Purchaser. (a) From and after the Closing, Purchaser (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party") and its Affiliates shall indemnify, defend, ------------ indemnify and save and hold harmless Seller, its affiliates Affiliates and their respective officersRepresentatives (collectively, directors, and shareholders, successors and assigns, the “Seller Indemnified Parties”) from and against any and all costs, expenses, losses, damages, fines, penalties, Covered Losses suffered by any such Seller Indemnified Parties resulting from or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or such officers, directors, shareholders, successors, or assigns with respect to, in connection with, arising from, or alleged to result from, arise out of, : (i) any misrepresentation of or be inaccuracy in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and of Purchaser contained in this Agreement (other than the Purchaser Fundamental Representations (which shall be governed by clause (ii)); (ii) any misrepresentations of or inaccuracy in any certificate Purchaser Fundamental Representation, in the case of clauses (i) and (ii), as each such representation or other document delivered warranty would read if all qualifications as to materiality and material adverse effect were deleted therefrom; (iii) any nonfulfillment or breach of any covenant or agreement made by said party to Seller hereunder or thereunder;Purchaser in this Agreement; and (iv) Assumed Liabilities. (b) A breach by The Seller Indemnified Parties shall not be entitled to assert any indemnification in accordance with Section 9.03(a) after the Indemnifying Party expiration of any covenantthe applicable survival period referenced in Section 9.01; provided, restrictionhowever, that if on or agreement made by or applicable prior to the Indemnifying Party and contained expiration of the applicable survival period, a notice of claim shall have been given to Purchaser pursuant to Section 9.04 (Procedures Relating to Indemnification) for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Agreement or in any certificate or other document delivered by the Indemnifying Party to Seller hereunder or thereunder;Article 9. (c) Any claims indemnification of a Seller Indemnified Party pursuant to this Section 9.03 shall be effected by wire transfer or transfers of immediately available funds from Purchaser to an account or accounts designated by the applicable Seller Indemnified Party to Purchaser within 10 days after the final determination of any brokers or finders, claiming by, through, or under the Purchaser or its affiliates disputed portions (and for any amount in connection with the transactions contemplated by this Agreement; (d) All lossportions thereof that are not being disputed, expense, within 15 days after an undisputed claim is made therefor or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Date. (a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in portions are no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price (the "Cap Amount"longer being disputed).

Indemnification of Seller by Purchaser. From and after the Closing Date, Purchaser (for purposes -------------------------------------- of this Section 10.3 8.3 only, "Indemnifying Party") shall indemnify, defend, ------------ and hold harmless Seller, Seller and its affiliates Affiliates and their respective officers, directors, and shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties, penalties or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, fees and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or any such officers, directors, shareholders, successors, or assigns Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with: (a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Seller or its Affiliates hereunder or thereunder; (b) A breach by the Indemnifying Party of any covenant, restriction, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by the Indemnifying Party said party to Seller or its Affiliates hereunder or thereunder;; or (c) Any claims of any brokers or finders, claiming by, through, or under the Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement; (d) All loss, expense, expense or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and (e) Except for any Excluded Liabilities, including, without limitation, any other claim, debt, suit, cause Assumed Liability. The Indemnifying Party shall not be required to indemnify Seller and its Affiliates pursuant to Section 8.3(a) unless and until the aggregate of action, investigation, or proceeding of any kind whatsoever instituted or commenced after the Closing Date which relates all Losses pursuant to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Date. (aSection 8.3(a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) 625,000 (the "Basket") and in such case (i) Seller's and its affiliatesAffiliates' right to recover for Section 10.3(a8.3(a) claims shall apply only to the excess of --------------- the Basket; and (ii) Seller's and its affiliates' right to recover for Section ------- 10.3 (a) claims shall not apply to individual Actual Losses in the amount of ------- Twenty-Five Thousand and No/100 Dollars ($25,000) or less (the "Minimum Basket"); provided that an individual claim for Actual Losses shall include any claims which arise out of or relate to any related facts, events, or circumstances, and (iii) in no event shall the aggregate amount of indemnification in excess of the Basket under Section 10.3(a8.3(a) by the --------------- Indemnifying Party exceed fifty percent (50%) of the Purchase Price $20,000,000 (the "Cap Amount"). If any Loss indemnifiable pursuant to Section 8.3(a) above would also be indemnifiable pursuant to Section 8.3(b) or Section 8.3(c) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.3(b) or Section 8.3(c), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.3 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline).