Common use of Indemnity by the Sellers Clause in Contracts

Indemnity by the Sellers. Subject to the provisions of Sections 11.3 through 11.9, the Sellers, jointly and severally, agree to indemnify, defend and hold the Buyer and its Affiliates harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including the reasonable fees and disbursements of counsel (collectively, the “Losses”), related to or arising directly or indirectly out of any of the following: (a) any inaccuracies in any representation or warranty made by the Sellers in this Agreement or any failure or breach by either Seller of any covenant, obligation, or undertaking made by such Seller in this Agreement; (b) except for the Assumed Liabilities, and whether or not the event, circumstance or fact giving rise to Losses also constitutes a breach of any of the representations or warranties or covenants of the Sellers, any and all claims, liabilities and obligations arising out of the operation of the Business or the use of the Acquired Assets in the operation thereof or any business carried on by the Sellers or any of their predecessors on or prior to the Closing Date (whether asserted before or after the Closing Date), including the following: (i) any actual or alleged liability for (x) death or injury to person or property arising as a result of any actual or alleged defect in any product sold or manufactured or service rendered by any Seller and/or the Seller Subsidiary on or prior to the Closing Date or (y) any warranty or similar claims arising out of defects in any product sold or services performed by a Seller and/or the Seller Subsidiary on or prior to the Closing Date; (ii) any claims, liabilities and obligations arising from the Excluded Liabilities; (iii) any violation on or prior to the Closing Date of any Requirement of Law or any order, judgment, writ, injunction, decree or similar command of any Governmental Entity; (c) except for the Assumed Liabilities, any claim by, or liability or obligation to any employee of the Sellers and/or the Seller Subsidiary in connection with his or her employment or termination of employment on or prior to the Closing Date by a Seller or the Seller Subsidiary; (d) any actual or asserted liability for Taxes of any Seller and/or the Seller Subsidiary, or any entity in which any Seller and/or the Seller Subsidiary have a direct or indirect interest; provided, that (i) any real property Taxes, personal property Taxes or similar ad valorem Taxes levied with respect to the Acquired Assets attributable to any Tax period that includes but ends after the Closing Date (each, a “Straddle Period”), shall be apportioned between the each of the Sellers and the Buyer based on the number of days of the applicable Tax period that fall on or before the Closing Date (the “Pre-Closing Tax Period”) and the number of days that fall after the Closing Date (the “Post-Closing Tax Period”), and (ii) each Seller shall be liable for the portion of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the portion of such Taxes that is attributable to the Post-Closing Tax Period; (e) any claim, liability or obligation relating to any broker or finder retained or utilized by the Sellers and/or the Seller Subsidiary or representing the Sellers and/or the Seller Subsidiary in connection with the transactions contemplated by this Agreement; (f) any Taxes of any other Person for which the Sellers and/or the Seller Subsidiary is or may be liable as a result of the application of Law, as a transferee or successor, by contract, or otherwise; or (g) any Excluded Asset.

Indemnity by the Sellers. Subject to the provisions of Sections --------- -- --- ------- 11.3 through 11.9to 11.10, the Sellers, Sellers hereby agree jointly and severally, agree severally to indemnify, defend indemnify and hold the Buyer (and its Affiliates directors, officers, employees and Affiliates) harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including without limitation the reasonable fees and disbursements of counsel (collectively, the “"Losses”"), related to or arising directly or ------ indirectly out of any of the followingof: (ai) any inaccuracies in breach by either Seller of any representation or warranty made by the Sellers contained in this Agreement or in any failure certificate delivered pursuant hereto or thereto; (ii) any breach by either Seller of any covenant, obligation, obligation or undertaking made by such Seller contained in this Agreement; (b) except for the Assumed Liabilities, and whether or not the event, circumstance or fact giving rise to Losses also constitutes a breach of any of the representations or warranties or covenants of the Sellers, any and all claims, liabilities and obligations arising out of the operation of the Business or the use of the Acquired Assets in the operation thereof or any business carried on by the Sellers or any of their predecessors on or prior to the Closing Date (whether asserted before or after the Closing Date), including the following: (iiii) any actual or alleged liability for (x) death or injury to person Person or property arising as a result of any actual or alleged defect in any product sold or manufactured or service rendered provided by any Seller and/or the Seller Subsidiary on or prior to the Closing Date or (y) any warranty or similar claims arising out of defects in any product sold or services performed by a Seller and/or the Seller Subsidiary either Company on or prior to the Closing Date; (iiiv) any claimsactual or alleged liability (including without limitation any liability or alleged liability for cleanup, liabilities and obligations removal, remediation or other response costs or for death or injury to Person or property) arising from (x) the Excluded Liabilities; violation by any Seller or Company of any Environmental Law on or prior to the Closing Date, (iiiy) any violation the release, emission, discharge or presence on or prior to the Closing Date of any Requirement of Law Hazardous Substance, toxic pollutants or other chemical by-products onto, from or into any real property (including the Real Property) presently or formerly owned, leased or operated by any Seller or Company or any order, judgment, writ, injunction, decree Affiliate thereof or similar command any predecessors in interest of any Governmental Entityof them or (z) the transportation by any Seller or Company or their subcontractors of any Hazardous Substance, toxic pollutant or other chemical by-product; (cv) except for the Assumed Liabilities, any claim by, under or liability or obligation pursuant to any employee Employee Benefit Plan or any liability under ERISA or the Code with respect to any Employee Benefit Plan or other benefit plan of any Person that was at any time prior to Closing an affiliate (as defined in Section 4.17(h)) of any Seller or Company; (vi) any claims for workmen's compensation relating to the Sellers and/or the Seller Subsidiary in connection with his or her employment or termination of employment on or period prior to the Closing Date by a Seller or the Seller Subsidiary; (d) any actual or asserted liability for Taxes of any Seller and/or the Seller Subsidiary, or any entity in which any Seller and/or the Seller Subsidiary have a direct or indirect interest; provided, that (i) any real property Taxes, personal property Taxes or similar ad valorem Taxes levied with respect to the Acquired Assets attributable to any Tax period that includes but ends after the Closing Date (each, a “Straddle Period”), shall be apportioned between the each of the Sellers and the Buyer based on the number of days of the applicable Tax period that fall on or before the Closing Date (the “Pre-Closing Tax Period”) and the number of days that fall after the Closing Date (the “Post-Closing Tax Period”), and (ii) each Seller shall be liable for the portion of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the portion of such Taxes that is attributable to the Post-Closing Tax Period; (e) any claim, liability or obligation relating to any broker or finder retained or utilized by the Sellers and/or the Seller Subsidiary or representing the Sellers and/or the Seller Subsidiary in connection with the transactions contemplated by this Agreement; (f) any Taxes of any other Person for which the Sellers and/or the Seller Subsidiary is or may be liable as a result of the application of Law, as a transferee or successor, by contract, or otherwiseClosing; or (gvii) any Excluded Asset.liability of either Company with respect to any of the items disclosed on Schedules 4.10, 4.11, 4.13, 4.17 (d) or 4.18 hereto. --------- ---- ---- ---- ---- - ----

Indemnity by the Sellers. Subject (a) From and after the Closing, subject to the provisions of Sections 11.3 through 11.9overall limitations, the Sellersminimum amounts, the time limitations and the other terms and conditions of this ARTICLE VI, each Seller (other than Newco), severally in accordance with such Seller’s Indemnity Percentage (and not jointly or jointly and severally), agree agrees to indemnify, defend and hold the Buyer harmless Purchaser and its Affiliates harmless from Affiliates, agents, representatives, member, managers and with respect to any officers and all claimstheir respective successors, liabilitiesassigns, losses, damages, diminution in value, costs heirs and expenses, including the reasonable fees and disbursements of counsel legal representatives (collectively, the “LossesPurchaser Indemnitees”), ) from and against such Seller’s Indemnity Percentage of any and all Damages incurred or suffered by any Purchaser Indemnitee related to or arising directly or indirectly out of any of the following: (a1) any inaccuracies in breach or violation of any representation or warranty made by the Sellers Company in Section 3.02 (other than the Company Fundamental Representations), any breach or violation of any representation or warranty by the Company or the Seller Representative in the certificates delivered pursuant to Section 2.03 and 5.03(c) of this Agreement, or any inaccuracy in such certificates, and any breach or violation of any representation or warranty made by Newco in Section 3.03(c), (d) or (f); (2) any breach or violation of any Company Fundamental Representation, any covenant made by the Company (or by a Seller to cause an Acquired Company to take any action) in this Agreement relating to the period prior to the Closing, any covenant made by Newco or any failure of the representations and warranties of Newco set forth in Section 3.03(a), (b) or breach by either Seller (e); (3) any Pre-Closing Environmental Matters; (4) any Contract or other document listed on any Disclosure Schedule, including any side letter with an investor in a Private Fund Client, that has not been provided to Purchaser prior to the date of this Agreement, including any reduction in the revenue of any covenantof the Adviser Entities attributable to a “most favored nations” provision in any such side letter, obligationin each case, to the extent not taken into account in the “MBO Model” delivered by the Company to OMAM on March 22, 2016, which document is also in the Data Room and titled “3.01-Landmark MBO Model Aprilv2”; or undertaking (5) any side letter between the Company or any of its Subsidiaries and an investor in a Private Fund Client that is required to be but is not referenced on Schedule 3.02(h)(1), including any reduction in the revenue of any of the Adviser Entities attributable to a “most favored nations” provision in any such side letter, in each case, to the extent not taken into account in the “MBO Model” delivered by the Company to OMAM on March 22, 2016, which document is also in the Data Room and titled “3.01-Landmark MBO Model Aprilv2.” (b) From and after the Closing, subject to the overall limitations, the time limitations and the other terms and conditions of this ARTICLE VI, each of the Sellers (other than Newco), on its, his or her own behalf and solely as to the representations, warranties and covenants of such Seller and not any other Seller, agrees to indemnify, defend and hold harmless the Purchaser Indemnitees from and against any and all Damages incurred or suffered by any Purchaser Indemnitee related to or arising directly or indirectly out of (1) any breach or violation of any representation or warranty made by such Seller in this Agreement; Section 3.03(c), (d) or (f) or (2) any breach or violation of the representations and warranties of such Seller set forth in Section 3.03(a), (b) except for the Assumed Liabilities, and whether or not the event, circumstance or fact giving rise to Losses also constitutes a breach of any of the representations or warranties or covenants of the Sellers, any and all claims, liabilities and obligations arising out of the operation of the Business or the use of the Acquired Assets in the operation thereof or any business carried on by the Sellers or any of their predecessors on or prior to the Closing Date (whether asserted before or after the Closing Date), including the following: (i) any actual or alleged liability for (x) death or injury to person or property arising as a result of any actual or alleged defect in any product sold or manufactured or service rendered by any Seller and/or the Seller Subsidiary on or prior to the Closing Date or (y) any warranty or similar claims arising out of defects in any product sold or services performed by a Seller and/or the Seller Subsidiary on or prior to the Closing Date; (ii) any claims, liabilities and obligations arising from the Excluded Liabilities; (iii) any violation on or prior to the Closing Date of any Requirement of Law or any order, judgment, writ, injunction, decree or similar command of any Governmental Entity; (c) except for the Assumed Liabilities, any claim by, or liability or obligation to any employee of the Sellers and/or the Seller Subsidiary in connection with his or her employment or termination of employment on or prior to the Closing Date by a Seller or the Seller Subsidiary; (d) any actual or asserted liability for Taxes of any Seller and/or the Seller Subsidiary, or any entity in which any Seller and/or the Seller Subsidiary have a direct or indirect interest; provided, that (i) any real property Taxes, personal property Taxes or similar ad valorem Taxes levied with respect to the Acquired Assets attributable to any Tax period that includes but ends after the Closing Date (each, a “Straddle Period”), shall be apportioned between the each of the Sellers and the Buyer based on the number of days of the applicable Tax period that fall on or before the Closing Date (the “Pre-Closing Tax Period”) and the number of days that fall after the Closing Date (the “Post-Closing Tax Period”), and (ii) each Seller shall be liable for the portion of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the portion of such Taxes that is attributable to the Post-Closing Tax Period; (e) or any claim, liability or obligation relating covenant of such Seller in this Agreement (other than any covenants of a Seller to cause an Acquired Company to take any broker or finder retained or utilized by the Sellers and/or the Seller Subsidiary or representing the Sellers and/or the Seller Subsidiary in connection with the transactions contemplated by this Agreement; (f) any Taxes of any other Person for which the Sellers and/or the Seller Subsidiary is or may be liable as a result of the application of Law, as a transferee or successor, by contract, or otherwise; or (g) any Excluded Assetaction).

Indemnity by the Sellers. Subject to (a) From and after the provisions of Sections 11.3 through 11.9Closing, the SellersSellers shall, jointly severally and severallynot jointly, agree to indemnify, defend indemnify and hold the Buyer harmless Purchaser and its Affiliates harmless Affiliates, directors, officers and employees from and with respect to against any and all claimsDamages arising out of, liabilitiesresulting from or in any way related to (i) a breach of, losses, damages, diminution in value, costs and expenses, including or the reasonable fees and disbursements of counsel (collectivelyfailure to perform or satisfy any of, the “Losses”)representations, related to or arising directly or indirectly out of any of the following: (a) any inaccuracies in any representation or warranty warranties, covenants and agreements made by the Sellers in this Agreement or any failure or breach by either Seller of any covenant, obligation, or undertaking made by such Seller in this Agreement; (b) except for the Assumed Liabilities, and whether or not the event, circumstance or fact giving rise to Losses also constitutes a breach of any of the representations or warranties or covenants of the Sellers, any and all claims, liabilities and obligations arising out of the operation of the Business or the use of the Acquired Assets in the operation thereof or any business carried on by the Sellers or any of their predecessors them in this Agreement or in any document or certificate delivered by the Sellers at the Closing pursuant hereto, (ii) the occurrence of any event on or prior to the date of Closing Date that is (or would be, but for any deductible thereunder) not covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Company, (iii) the existence of any liabilities or obligations of the Company (whether asserted before accrued, absolute, contingent, known or after the Closing Date)unknown, or otherwise, and whether or not of a nature appropriate for inclusion in a balance sheet in accordance with GAAP) other than those contemplated by Section 3.8 hereof, but including the following: (i) any actual or alleged liability for (x) death or injury to person or property arising as a result of any actual or alleged defect in any product sold or manufactured or service rendered by any Seller and/or the Seller Subsidiary on or prior to the Closing Date or (y) any warranty or similar claims arising out of defects in any product sold or services performed by a Seller and/or the Seller Subsidiary on or trailing liabilities from agreements entered into prior to the Closing Date; , and (iiiv) any claimsall Tax, liabilities and obligations all Losses resulting from, arising from the Excluded Liabilities; (iii) any violation on out of or prior relating to Tax, to the Closing Date of any Requirement of Law extent such Tax or any orderLosses arise from, judgment, writ, injunction, decree are attributable to or similar command of any Governmental Entity; (c) except for the Assumed Liabilities, any claim by, or liability or obligation to any employee of the Sellers and/or the Seller Subsidiary in connection with his or her employment or termination of employment on or prior to the Closing Date by a Seller or the Seller Subsidiary; (d) any actual or asserted liability for Taxes of any Seller and/or the Seller Subsidiary, or any entity in which any Seller and/or the Seller Subsidiary have a direct or indirect interest; provided, that (i) any real property Taxes, personal property Taxes or similar ad valorem Taxes levied with respect to the Acquired Assets attributable related to any Tax period that includes but ends after the Closing Date (each, a “Straddle Period”), shall be apportioned between the each of the Sellers and the Buyer based on the number of days of the applicable Tax period that fall ending on or before the Closing Date (or, with respect to any Tax period that commences before the “Pre-Closing Tax Period”) and the number of days that fall Date but ends after the Closing Date (the “Post-Closing Tax Period”)Date, and (ii) each Seller shall be liable for the portion of such Taxes that is attributable Tax or Losses period up to and including the Closing Date. Any Damages payable to Purchaser by the Sellers, or any of them, pursuant to the Preindemnification obligations under this Section 7.5 shall constitute, first, a reduction in the Earn-Closing Tax PeriodOut Consideration hereunder to the extent available and, and thereafter, the Buyer Sellers shall be liable for the portion of such Taxes that is attributable to the PostPurchaser for any remaining Damages to which Purchaser may be entitled hereunder. Notwithstanding the foregoing, the liability that the Sellers, or any of them, shall have pursuant to this Section 7.5 shall be limited to the amount of the Purchase Price and Earn-Closing Tax Period;Out Consideration received by any such Seller or Sellers pursuant to the terms of this Agreement. (eb) any claim, liability or obligation relating to any broker or finder retained or utilized Any claim by the Sellers and/or Purchaser under this Section 7.5(a) shall be made not later than the Seller Subsidiary date which is three (3) years from the Closing Date, provided that such limit in time shall not apply to breach of claims for or representing the Sellers and/or the Seller Subsidiary non-fulfillment of any covenant in connection with the transactions contemplated by this Agreement or any other breach of this Agreement;, for which no time limit shall exist. (fc) The Purchaser’s entitlement to indemnification under this Agreement shall in no event be affected by the fact that the Purchaser has paid the Purchase Price, in part or in whole. (d) The Sellers undertake not to make any Taxes claim against the Company, or against any director or employee of the Company, regarding any other Person for matter, on which the Sellers and/or the Seller Subsidiary is or may be liable as a result of the application of Law, as a transferee or successor, by contract, or otherwise; or (g) any Excluded Assethave relied when entering into this Agreement.

Indemnity by the Sellers. (a) Subject to the provisions of Sections 11.3 through 11.9overall limitations, the Sellersminimum amounts and the time limitations set forth in Sections 9.1 and 9.4, jointly and severally, agree each of the Sellers agrees to indemnify, defend indemnify and hold the Buyer Purchaser and, after the Closing, Edgen and its Affiliates Subsidiaries, and their respective Affiliates, officers and directors (collectively, the “Purchaser Indemnitees”) harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including without limitation the reasonable fees and disbursements of counsel (collectively, the “LossesDamages”), arising directly or indirectly out of: (i) any breach of or inaccuracy in any representation or warranty made by Edgen in this Agreement or any Transaction Document or breach of or any inaccuracy in any certificate delivered by Edgen at Closing pursuant hereto, including the officer’s certificate referred to in Section 7.3(d) and the Certificate of Closing Amounts; (ii) any Taxes of Edgen and its Subsidiaries as provided in Section 6.7 or any costs associated with the payment of Excess Parachute Payments as provided in Section 6.8; (iii) any breach of any covenant made by Edgen in this Agreement or any Transaction Document; and (iv) any obligation under any bylaw or Certificate of Incorporation (or similar document) of Edgen or any of its Subsidiaries or any agreement or under law requiring any Company to provide indemnification or expense reimbursement to any person who was a director of Edgen or any of its Subsidiaries prior to the Closing except to the extent that such obligation to provide indemnification, contribution or expense reimbursement arose out of or related to the Senior Notes Offering (other than with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in the Senior Notes Offering in reliance upon and in conformity with written information furnished to Purchaser by or on behalf of such director specifically for inclusion therein or in connection with any efforts by any such director to engage in the selling of the notes contemplated by the Senior Notes Offering other than at the express direction of the Purchaser). (b) Subject to the overall limitations, the minimum amounts and the time limitations set forth in Section 9.1, each of the Sellers agrees severally, and not jointly, to indemnify and hold the Purchaser Indemnitees harmless from and with respect to any and all Damages, related to or arising directly or indirectly out of any of the following:following (each, an “Individual Seller Claim”): (ai) any inaccuracies breach of or inaccuracy in any representation or warranty made by the Sellers in this Agreement or any failure or breach by either Seller of any covenant, obligation, or undertaking made by such Seller in this Agreement; (bii) except for the Assumed Liabilities, and whether or not the event, circumstance or fact giving rise to Losses also constitutes a any breach of any of the representations or warranties or covenants of the Sellers, any and all claims, liabilities and obligations arising out of the operation of the Business or the use of the Acquired Assets covenant made by such Seller in the operation thereof or any business carried on by the Sellers or any of their predecessors on or prior to the Closing Date (whether asserted before or after the Closing Date), including the following: (i) any actual or alleged liability for (x) death or injury to person or property arising as a result of any actual or alleged defect in any product sold or manufactured or service rendered by any Seller and/or the Seller Subsidiary on or prior to the Closing Date or (y) any warranty or similar claims arising out of defects in any product sold or services performed by a Seller and/or the Seller Subsidiary on or prior to the Closing Date; (ii) any claims, liabilities and obligations arising from the Excluded Liabilities;this Agreement; and (iii) any violation on or prior to the Closing Date of any Requirement of Law or any order, judgment, writ, injunction, decree or similar command of any Governmental Entity; (c) except for the Assumed Liabilities, any claim bybreach of, or liability or obligation inaccuracy in, the certificate of such Seller delivered pursuant to any employee of the Sellers and/or the Seller Subsidiary in connection with his or her employment or termination of employment on or prior to the Closing Date by a Seller or the Seller Subsidiary; (dSection 7.3(d) any actual or asserted liability for Taxes of any Seller and/or the Seller Subsidiary, or any entity in which any Seller and/or the Seller Subsidiary have a direct or indirect interest; provided, that (i) any real property Taxes, personal property Taxes or similar ad valorem Taxes levied with respect to the Acquired Assets attributable to any Tax period that includes but ends after the Closing Date (eachsuch Seller or his, a “Straddle Period”)her or its Shares, shall be apportioned between the each of the Sellers and the Buyer based on the number of days of the applicable Tax period that fall on for which breach or before the Closing Date (the “Pre-Closing Tax Period”) and the number of days that fall after the Closing Date (the “Post-Closing Tax Period”), and (ii) each inaccuracy such Seller shall be liable for the portion of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the portion of such Taxes that is attributable to the Post-Closing Tax Period; (e) any claim, liability or obligation relating to any broker or finder retained or utilized by the Sellers and/or the Seller Subsidiary or representing the Sellers and/or the Seller Subsidiary in connection with the transactions contemplated by this Agreement; (f) any Taxes of any other Person for which the Sellers and/or the Seller Subsidiary is or may be liable as a result of the application of Law, as a transferee or successor, by contract, or otherwise; or (g) any Excluded Assetsolely liable.

Indemnity by the Sellers. Subject to the provisions of Sections 11.3 through 11.9overall limitations, the Sellersminimum amounts and the time limitations set forth in Section 13.4, each of the Sellers agrees jointly and severally with respect to Sections 13.1(a), (c), (e), and (f) and severally, agree and not jointly, with respect to indemnifySections 13.1(b) and (d), defend to indemnify and hold the Buyer and its Affiliates harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including without limitation the reasonable fees and disbursements expenses of counsel (collectively, the “LossesDamages”), related to or arising directly or indirectly out of any of the followingof: (a) any inaccuracies in breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty made by of the Sellers Company contained in this Agreement or any failure other agreement or instrument furnished by the Company to the Buyer pursuant to this Agreement or any breach by either Seller of the covenant of the Company contained in Section 10.4; (b) any breach, as of the date of this Agreement or as of the Closing Date, of any covenant, obligation, representation or undertaking made warranty of a Seller contained in this Agreement or any other agreement or instrument furnished by such Seller in to the Buyer pursuant to this Agreement; (bc) any failure to perform any covenant or agreement of the Company or such Seller contained in this Agreement or any agreement or instrument furnished by the Company or such Seller other than Section 10.4; (d) any failure of any Seller to have good, valid and marketable title to the issued and outstanding Units issued in the name of such Seller, free and clear of all Liens or any claim by a purported member of the Company against a Seller for failure to convey to such purported member valid and marketable title to the Units; (e) any Closing Net Working Capital Deficiency; or (f) except for the Assumed Liabilities, and whether or not the event, circumstance or fact giving rise to Losses also constitutes a breach of any claim made against a Seller by a purported member of the representations Company for failure of a Seller to convey to such purported member valid and marketable title to the Units, any claim brought against the Company by a member or warranties or covenants former member of the SellersCompany, any and all claims, liabilities and obligations arising out of the operation of the Business or the use of the Acquired Assets in the operation thereof or any business carried on by the Sellers other person or any of their predecessors on entity, seeking to assert, or prior to the Closing Date (whether asserted before or after the Closing Date), including the followingbased upon: (i) any actual ownership or alleged liability for (x) death or injury rights to person or property arising as a result ownership of any actual or alleged defect Membership Interest in any product sold or manufactured or service rendered by any Seller and/or the Seller Subsidiary on or prior to the Closing Date or (y) any warranty or similar claims arising out of defects in any product sold or services performed by a Seller and/or the Seller Subsidiary on or prior to the Closing DateCompany; (ii) any claimsrights of a member (other than the right to receive the Purchase Price pursuant to this Agreement), liabilities and obligations arising from the Excluded Liabilitiesincluding any option, preemptive rights or rights to notice or to vote; (iii) any violation on rights under the Limited Liability Company Agreement or prior to the Closing Date Certificate of any Requirement of Law or any order, judgment, writ, injunction, decree or similar command of any Governmental Entity; (c) except for the Assumed Liabilities, any claim by, or liability or obligation to any employee Formation of the Sellers and/or the Seller Subsidiary in connection with his or her employment or termination of employment on or prior to the Closing Date by a Seller or the Seller Subsidiary; (d) any actual or asserted liability for Taxes of any Seller and/or the Seller Subsidiary, or any entity in which any Seller and/or the Seller Subsidiary have a direct or indirect interest; provided, that (i) any real property Taxes, personal property Taxes or similar ad valorem Taxes levied with respect to the Acquired Assets attributable to any Tax period that includes but ends after the Closing Date (each, a “Straddle Period”), shall be apportioned between the each of the Sellers and the Buyer based on the number of days of the applicable Tax period that fall on or before the Closing Date (the “Pre-Closing Tax Period”) and the number of days that fall after the Closing Date (the “Post-Closing Tax Period”), and (ii) each Seller shall be liable for the portion of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the portion of such Taxes that is attributable to the Post-Closing Tax Period; (e) any claim, liability or obligation relating to any broker or finder retained or utilized by the Sellers and/or the Seller Subsidiary or representing the Sellers and/or the Seller Subsidiary in connection with the transactions contemplated by this Agreement; (f) any Taxes of any other Person for which the Sellers and/or the Seller Subsidiary is or may be liable as a result of the application of Law, as a transferee or successor, by contract, or otherwiseCompany; or (giv) any Excluded Assetclaim that his, her or its Membership Interests were wrongfully repurchased by the Company.

Indemnity by the Sellers. Subject to Each of the provisions of Sections 11.3 through 11.9, the SellersSellers agrees, jointly and ------------------------ severally, agree to indemnify, defend indemnify and hold the Buyer and its Affiliates officers, directors, shareholders, employees, affiliates, agents, successors and assigns, harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including the without limitation reasonable attorneys' fees and disbursements of counsel (collectively, the “Losses”)court costs, related to or arising directly or indirectly out of any of the following: (a) any material inaccuracies or omissions in any representation or warranty made by the Sellers any Seller in or pursuant to this Agreement or the agreements related hereto, (b) any material failure or breach by either any Seller of any covenant, agreement, obligation, or undertaking made by such Seller in this Agreement; Agreement or the agreements related hereto, or (bc) except for in the Assumed Liabilities, and whether or not the event, circumstance or fact giving rise to Losses also constitutes a breach case of any of the representations or warranties or covenants of the SellersBSC, any product liability claims made with respect to (i) products manufactured and all claims, liabilities and obligations arising out of the operation of the Business sold by or the use of the Acquired Assets in the operation thereof or any business carried on by the Sellers or any of their predecessors on or for BSC prior to the Closing Date and (whether asserted before or after the Closing Date), including the following: ii) finished products ready for sale and manufactured by BSC (i) any actual or alleged liability for (x) death or injury to person or property arising as a result of any actual or alleged defect in any product sold or manufactured or service rendered by any Seller and/or the Seller Subsidiary on or prior to the Closing Date or (ypursuant to the terms of the Interim Supply Agreement) any warranty or similar claims arising out of defects in any product sold or services performed by a Seller and/or the Seller Subsidiary which are shipped to customers on or prior to after the Closing Date; ; provided, however, that BSC shall have no obligation hereunder to indemnify the Buyer for any product liability claims with respect to finished products ready for sale and manufactured by BSC (ii) any claims, liabilities and obligations arising from the Excluded Liabilities; (iii) any violation on or prior to the Closing Date or pursuant to the terms of the Interim Supply Agreement) which are (A) shipped to customers by Buyer or its agents or representatives on or after the Closing Date, to the extent that the sterile packaging of any Requirement such products has been broken at any time prior to delivery to such customers, (B) altered by Buyer or its agents or representatives or damaged in any way, including without limitation, repackaged (other than relabeled, except if such relabeling alters the product in any manner), following the Closing Date, or (C) sold or promoted for use by Buyer or its agents or representatives in violation of Law or any orderapplicable labeling and use instructions, judgmentincluding without limitation, writ, injunction, decree or similar command applicable expiration dates. The collective liability of any Governmental Entity; the Sellers under this Section 10.1(a) and (b) shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000) and with respect to Section 10.1 (c) except for shall be unlimited. Except as otherwise provided in Section 12.1, the Assumed Liabilities, any claim by, or liability or obligation to any employee of the Sellers and/or the Seller Subsidiary in connection with his or her employment or termination of employment on or prior to Sellers' obligations under Section 10.1 (a) and (b) shall expire one (1) year following the Closing Date by a Seller or the Seller Subsidiary; and under Section 10.1 (dc) any actual or asserted liability for Taxes of any Seller and/or the Seller Subsidiary, or any entity in which any Seller and/or the Seller Subsidiary have a direct or indirect interest; provided, that shall expire four (i4) any real property Taxes, personal property Taxes or similar ad valorem Taxes levied with respect to the Acquired Assets attributable to any Tax period that includes but ends after years following the Closing Date (each, a “Straddle Period”), shall be apportioned between the each of the Sellers and the Buyer based on the number of days of the applicable Tax period that fall on or before the Closing Date (the “Pre-Closing Tax Period”) and the number of days that fall after the Closing Date (the “Post-Closing Tax Period”), and (ii) each Seller shall be liable for the portion of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the portion of such Taxes that is attributable to the Post-Closing Tax Period; (e) any claim, liability or obligation relating to any broker or finder retained or utilized by the Sellers and/or the Seller Subsidiary or representing the Sellers and/or the Seller Subsidiary in connection with the transactions contemplated by this Agreement; (f) any Taxes of any other Person for which the Sellers and/or the Seller Subsidiary is or may be liable as a result of the application of Law, as a transferee or successor, by contract, or otherwise; or (g) any Excluded AssetDate.