Common use of Obligation of the Seller to Indemnify Clause in Contracts

Obligation of the Seller to Indemnify. (a) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against (i) any and all Environmental Actions based upon, arising out of or otherwise in respect of (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (B) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or (C) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property). (b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of (i) the condition of the Environment on or prior to the Closing Date on, at or under any real property owned, leased, operated or used by the Seller in connection with the Business, (ii) the Seller's ownership or operation of the Business or the Assets on or prior to the Closing Date, (iii) the condition of the Assets on or prior to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws. (c) This Section 14 shall be the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy pursuant to this Agreement with respect to Losses arising pursuant to Environmental Laws or principles of common law relating to pollution, protection of the Environment or health and safety (with respect to health and safety, to the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances).

Obligation of the Seller to Indemnify. (a) The Subject to the limitations contained in Section 11.4, the Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties Buyer, its directors, officers, employees, affiliates and assigns (collectively, the "BUYER INDEMNIFIED PARTIES") and the Business from and against any losses, liabilities, damages, deficiencies, costs or expenses (iincluding interest, penalties, amounts paid in settlement and reasonable attorneys' fees and disbursements) any and all Environmental Actions (collectively, "LOSSES") based upon, arising out of or otherwise in respect of of: (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (Ba) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument certificates or other document prepared schedules delivered by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or (C) any and all obligations, debts facts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of circumstances constituting such an inaccuracy or otherwise in respect of any such Environmental Action (not including diminution in value of any real property).breach; (b) The any liability or obligation of, or claim against, the Seller shall indemnifyor any affiliate thereof (excluding the Assumed Liabilities) whether or not such liability or obligation was known at the Closing; (c) any liability or obligation of, defend and hold harmless or claim against, the Buyer Indemnified Parties and Seller, any of its Affiliates or all or any portion of the Business from and against or any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of the Assets (other than the Assumed Liabilities) (i) the condition of the Environment relating to any period on or prior to the Closing Date on, at or under any real property owned, leased, operated or used by the Seller in connection with the Business, (ii) the Seller's ownership arising out of any facts or operation of the Business or the Assets on circumstances existing at or prior to the Closing Date, Date whether or not such liability or obligation was known at the time of Closing; (iiid) the condition of the Assets on or prior any failure to comply with any "bulk sales" laws applicable to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws. (c) This Section 14 shall be the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy pursuant to this Agreement with respect to Losses arising pursuant to Environmental Laws or principles of common law relating to pollution, protection of the Environment or health and safety (with respect to health and safety, transactions contemplated hereby except to the extent relating that claims relate to the presence of Hazardous Substances or the exposure of the individuals to Hazardous SubstancesAssumed Liability; (e) any Excluded Liability; (f) enforcing Buyer's rights under this Agreement (including this Article 11 thereof).

Obligation of the Seller to Indemnify. (a) The Subject to the limitations contained in Section 15, the Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties Buyer, its directors, officers, employees, affiliates and assigns (collectively, the "BUYER INDEMNIFIED PARTIES") and the Business from and against any losses, liabilities, damages, deficiencies, costs or expenses (iincluding interest, penalties, amounts paid in settlement and reasonable attorneys' fees and disbursements) any and all Environmental Actions (collectively, "LOSSES") based upon, arising out of or otherwise in respect of of: (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (Ba) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument certificates or other document prepared schedules delivered by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or (C) any and all obligations, debts facts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of circumstances constituting such an inaccuracy or otherwise in respect of any such Environmental Action (not including diminution in value of any real property).breach; (b) The any liability or obligation of, or claim against, the Seller shall indemnifyor any affiliate thereof (excluding the Assumed Liabilities) whether or not such liability or obligation was known at the Closing; (c) any liability or obligation of, defend and hold harmless or claim against, the Buyer Indemnified Parties and Seller, any of its Affiliates or all or any portion of the Business from and against or any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of the Assets (other than the Assumed Liabilities) (i) the condition of the Environment relating to any period on or prior to the Closing Date on, at or under any real property owned, leased, operated or used by the Seller in connection with the Business, (ii) the Seller's ownership arising out of any facts or operation of the Business or the Assets on circumstances existing at or prior to the Closing Date, Date whether or not such liability or obligation was known at the time of Closing; (iiid) the condition of the Assets on or prior any failure to comply with any "bulk sales" laws applicable to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws. (c) This Section 14 shall be the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy pursuant to this Agreement with respect to Losses arising pursuant to Environmental Laws or principles of common law relating to pollution, protection of the Environment or health and safety (with respect to health and safety, transactions contemplated hereby except to the extent relating that claims relate to the presence of Hazardous Substances or the exposure of the individuals to Hazardous SubstancesAssumed Liability; (e) any Excluded Liability; (f) enforcing Buyer's rights under this Agreement (including this Article 13 thereof).

Obligation of the Seller to Indemnify. (a) The Subject to the limitations contained in Article IX or this Article X, the Seller shall agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties (and the Business its directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, assessments, penalties, fines, settlements, costs or expenses (iincluding interest, and reasonable fees, expenses and disbursements of attorneys) any and all Environmental Actions based upon(“Losses”), arising out of or otherwise in respect of as to which a claim for indemnification pursuant to this Article X (A“Indemnity Claim”) any Release of Hazardous Substances on or shall have been properly asserted by the Buyer prior to the Closing Date or the ownership or operation expiration of the Business or of the Assets on or prior to the Closing Dateapplicable time period set forth in Article IX, (B) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or (C) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property). (b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of (i) any inaccuracy in any representation or warranty (without giving effect, both in determining whether such representation or warranty has been breached and the condition calculation of the Environment on Losses with respect thereto, to any qualifier with respect to materiality or prior to the Closing Date on, at or under any real property owned, leased, operated or used by the Seller in connection with the BusinessMaterial Adverse Effect), (ii) the Seller's ownership or operation of the Business or the Assets on or prior to the Closing Date, (iii) the condition of the Assets on or prior to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in and (iii) any certificateExcluded Liabilities. (i) The Buyer shall use commercially reasonable efforts to mitigate the amount of Losses. (ii) Without limiting the foregoing, schedulewith respect to Remediation Expense: (A) the Buyer shall timely inform the Seller of, instrument or other document prepared and consult with the Seller regarding, all planned Remediation Expense for which the cost is expected to exceed $100,000 and shall provide the Seller copies of any non-privileged correspondence related thereto, all quotations by or on behalf subcontractors for performing the work and will respond to any reasonable questions by the Seller regarding possibilities to mitigate such expense, and (B) any Indemnity Claim by the Buyer shall set forth a detailed description of the Seller Remedial Action measures undertaken, and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating shall only be obligated to indemnify to the extent such action is reasonable and consistent with industry practices in respect of similar compliance measures and applicable Environmental Laws. (ci) This Section 14 shall be The amount of any Losses for which the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy Seller is obligated to indemnify pursuant to this Agreement Article X shall be reduced to the extent: (A) such Losses were covered by reserves (other than Tax reserves) specifically included in the Year-End Financial Statements or the Most Recent Balance Sheet; (B) any insurance proceeds or other recoveries from third parties are actually realized (in each case net of expenses of such recoveries and net of increased insurance premiums) by an Indemnified Party; provided that if such proceeds or other recoveries are actually realized by an Indemnified Party subsequent to the receipt by such Indemnified Party of an indemnification payment hereunder in respect of the claims to which such insurance proceedings or third party recoveries relate, appropriate refunds shall be made by the Indemnified Party promptly to the Indemnifying Party for the amount of such indemnification payment; (C) any offsetting benefit (other than any benefit relating to Tax) is obtained resulting from the matter in question to which the Buyer or any of the Companies shall be entitled; provided that if such offsetting benefits are actually realized by an Indemnified Party subsequent to the receipt by such Indemnified Party of an indemnification payment hereunder in respect of the claims to which such offsetting benefits relate, appropriate refunds shall be made by the Indemnified Party promptly to the Indemnifying Party for the amount of such benefit, not to exceed the amount of the indemnification payment; and (D) any offsetting Tax benefit arising in connection with the incurrence of such Loss is actually recognized by the Buyer or any of the Companies in a period (or portion thereof) beginning after the Closing Date; provided that for this purpose the Buyer or any of the Companies shall be deemed to recognize a Tax benefit only if and to the extent that such entity’s Taxes through the end of the Tax year for which such calculation is being made, calculated as if such Loss had not occurred would exceed its Taxes through the end of the Tax year for which such calculation is being made, calculated by taking into account any Tax items attributable to the Loss (to the extent permitted by relevant Tax Law) other than any increased depreciation or amortization deduction resulting from a capitalization of the Loss. If the Buyer or any of the Companies receives such a Tax benefit in respect of a Loss in taxable years subsequent to the receipt of an indemnification payment under this Agreement, then appropriate refunds shall be made by the Indemnified Party promptly to the Indemnifying Party. (ii) Notwithstanding any provision herein to the contrary, the Seller shall not be required to indemnify: (A) in respect of any Remediation Expense or any other liability or obligation arising under or pursuant to Environmental Law to the extent related to or caused by any construction, de-commissioning or expansion of the facilities or equipment of the Companies after the Closing, provided, however, that the Seller shall remain obligated to indemnify for the incremental cost incurred by the Buyer or the Companies with regard to any such Remediation Expense or liability or obligation arising under or pursuant to Environmental Law for which the Seller would otherwise be required to indemnify; and (B) with respect to any Losses based upon, arising out of or otherwise in respect of, any fact, matter, event or circumstance (x) which was disclosed as of the date hereof in the data room to which the Buyer and its representatives were provided access, (y) which is disclosed in this Agreement or (z) of which the Buyer otherwise had knowledge prior to the date hereof, provided, that, for the avoidance of doubt, the foregoing shall not cover the Excluded Liabilities, and provided, further that the foregoing shall not apply to the indemnification provided in Annex I hereto or the indemnification provided pursuant to Environmental Laws Section 10.1(a) for any inaccuracy in any representation or principles warranty set forth in Section 3.13 or any breach of common law relating to pollution, protection of the Environment or health and safety (with respect to health and safety, to the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances)any covenant set forth in Annex I hereto.

Obligation of the Seller to Indemnify. Subject to the limitations set forth in Section 10.6.1 below, the Seller hereby agrees to indemnify the Purchaser and its Affiliates, and their respective shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser (individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for, any and all liabilities, obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees) of whatever kind and nature (collectively, “Losses”) that are imposed on or incurred by any Purchaser Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of: (a) The Seller shall indemnifyany misrepresentation, defend and hold harmless the Buyer Indemnified Parties and the Business from and against (i) inaccuracy or breach of any and all Environmental Actions based upon, arising out of warranty or otherwise in respect of (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation representation of the Business or Seller contained in Article III hereof (including the corresponding Sections of the Assets on Seller Disclosure Letter) or prior to in any other Transaction Document, including, without limitation, the Closing Date, (B) Seller Officer Certificates; provided that for purposes of determining any inaccuracy in or breach of a representation or warranty for purposes of indemnification under this Section 10.2(a), the representations and warranties set forth in Sections 3.3.1(b), 3.6, 3.7.1, 3.10 and 3.13.1 hereof shall be construed as if they were not qualified by the terms “material” or “materiality”; (b) any representationbreach or failure by the Seller to comply with, warrantyperform or discharge any obligation, agreement or covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or Agreement; (Cc) any and all obligationsliability or obligation or any assertion against any Purchaser Indemnified Party based on, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of or otherwise in respect relating to, directly or indirectly, any Excluded Asset, any Retained Liability or other liability arising out of the conduct of the Commercial Services Business prior to the Closing; (d) any such Environmental Action litigation or claim disclosed on Section 3.8 of the Seller Disclosure Letter to this Agreement; and (not including diminution in value of e) any real property). (b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, liability or obligation arising out of or otherwise in respect of relating to (ix) the condition classification of any individual performing services for the Environment on or Seller prior to the Closing Date onas an independent contractor, at freelancer, consultant or under in any real property ownedother capacity other than as an employee, leased, operated or used by the Seller in connection with the Business, (iiy) the Seller's ownership or operation misclassification of the Business or the Assets on or prior to the Closing Date, (iii) the condition of the Assets on or prior to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement an employee of the Seller contained in this Agreement as an “exempt” employee under the federal Fair Labor Standards Act and/or any other applicable federal, state or in any certificatelocal law or regulation relating to wages or hours; provided, schedulehowever, instrument or other document prepared by or on behalf of that the Seller and delivered pursuant hereto relating to Environmental Laws and (v) shall not be liable for any and all obligations, debts or liabilities misclassification by the Purchaser of an Affected Employee following the Seller (other than Assumed Liabilities) relating to Environmental LawsClosing. (c) This Section 14 shall be the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy pursuant to this Agreement with respect to Losses arising pursuant to Environmental Laws or principles of common law relating to pollution, protection of the Environment or health and safety (with respect to health and safety, to the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances).

Obligation of the Seller to Indemnify. (a) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against (i) any and all Environmental Actions based upon, arising out of or otherwise in respect of (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (B) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or (C) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property). (b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of (i) the condition of the Environment on or prior to the Closing Date on, at or under any real property owned, leased, operated or used by the Seller in connection with the Business, (ii) the Seller's ownership or operation of the Business or the Assets on or prior to the Closing Date, (iii) the condition of the Assets on or prior to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws. (c) This Section 14 12 shall be the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy pursuant to this Agreement with respect to Losses arising pursuant to Environmental Laws or principles of common law relating to pollution, protection of the Environment or health and safety (with respect to health and safety, to the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances).

Obligation of the Seller to Indemnify. (a) The Subject to the limitations contained in Article 7 and Section 8.4, the Seller shall agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties (and its directors, officers, employees, Affiliates, successors and assigns) (collectively, the Business "SELLER INDEMNIFIED PARTIES") from and against all Claims, losses, liabilities, damages, deficiencies, judgments, assessments, fines, settlements, costs or expenses (i) any including interest, penalties and all Environmental Actions based uponreasonable fees and disbursements of external counsel, arising out of or otherwise in respect of (A) any Release of Hazardous Substances on or prior to experts, and consultants incurred by the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (B) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or indemnified party in any certificateaction or proceeding between the indemnified party and any third party, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or otherwise) (C"LOSSES") any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property). (b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of (i) the condition any inaccuracy in or any breach of any representation or warranty of the Environment on Seller set forth in this Agreement (it being agreed that any representation or prior to the Closing Date on, at or under any real property owned, leased, operated or used by warranty of the Seller in connection that is subject to materiality or Material Adverse Effect (other than with the Businessrespect to Section 4.5) shall be deemed not to be so qualified for purposes of establishing an inaccuracy or breach of such representation or warranty pursuant to this Section 8.1(i) and any claim for indemnification as a result of such inaccuracy or breach), (ii) the Seller's ownership or operation of the Business or the Assets on or prior to the Closing Date, (iii) the condition of the Assets on or prior to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained set forth in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf Agreement; (iii) all Taxes of the Seller Company and delivered pursuant hereto relating its Subsidiaries with respect to Environmental Laws any taxable year of the Company and its Subsidiaries ending on or before the Closing Date in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet; (iv) the TENA-Xxxco Agreement in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet; (v) any the TEMINAH-Thorn Americas Agreement in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet; and all obligations, debts or (vi) the assets and liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws. (c) This Section 14 shall be the Buyer Indemnified Parties' New Zealand Operations and the Business's sole source of indemnification or other remedy pursuant disposal thereof by the Company prior to this Agreement with respect to Losses arising pursuant to Environmental Laws or principles of common law relating to pollutionthe Closing as contemplated by Section 6.1, protection including, without limitation, Taxes resulting from such disposal in excess of the Environment or health and safety (with respect to health and safety, to aggregate amounts provided therefor on the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances)Audited Closing Balance Sheet.

Obligation of the Seller to Indemnify. (a) The Seller shall indemnify, defend hereby indemnifies and hold holds harmless the Buyer Indemnified Parties and the Business from Buyer's directors, officers, employees, and against agents in respect of any and all Adverse Consequences incurred by Buyer in connection with each and all of the following; PROVIDED, HOWEVER, that such indemnification (A) shall be limited in aggregate amount to the outstanding principal balance of the Note at the time the Notice described in paragraph (c), below, is delivered, and (B) shall not be available for the first $10,000 (in the aggregate) as to which the Buyer would otherwise be entitled to indemnification in the aggregate hereunder: (i) any and all Environmental Actions based upon, arising out of or otherwise in respect of (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (B) any inaccuracy in Any misrepresentation or breach of any representationwarranty made by the Seller in this Agreement or in any Schedule, warrantyExhibit, covenant or agreement other document attached hereto or delivered to the Buyer by the Seller or any officer of the Seller in connection with the transactions contemplated hereby. (ii) The breach of any covenant, agreement, or obligation of the Seller contained in this Agreement or any Schedule or Exhibit hereto or any other instrument specifically contemplated by this Agreement. (iii) Any misrepresentation contained in any certificate, schedule, instrument statement in writing or other document prepared certificate furnished by or on behalf an officer of the Seller pursuant to this Agreement or in connection with the transactions contemplated by this Agreement. (iv) Unless and delivered to the extent they are Assumed Liabilities, any unpaid liability, obligation, or claim for Taxes owed by the Seller which could affect or constitute a lien or claim with respect to the Acquired Assets with respect to any period ending on or before the Closing Date. (v) Any misrepresentation in or omission from any list, Schedule, Exhibit, certificate or other instrument required to be furnished or specifically contemplated to have been furnished pursuant hereto relating to Environmental Laws this Agreement to the Buyer or its authorized representatives. (Cvi) Unless and to the extent they are Assumed Liabilities, any and all obligations, debts or liabilities payments due and owing by the Seller to its employees who leave the Seller's employ and become employees of the Buyer with respect to periods of employment up to the Closing insofar as such payments relate to salary, bonuses, compensation, vacation pay, sick leave, retirement benefits and/or fringe benefits as shown on the various employee benefit plans which the Seller currently maintains and any other forms of remuneration owed by the Seller to its employees. (vii) Any other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, liability arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property). (b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of (i) the condition of the Environment on or prior related to the Closing Date on, at or under any real property owned, leased, operated or used by the Seller in connection with the Business, (ii) the Seller's ownership or operation of the Business or business of the Assets on or Division prior to the Closing Date, (iii) the condition of the Assets on or prior to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller except for and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws. (c) This Section 14 shall be the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy pursuant to this Agreement with respect to Losses arising pursuant to Environmental Laws or principles of common law relating to pollution, protection of the Environment or health and safety (with respect to health and safety, to the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances)Assumed Liabilities.

Obligation of the Seller to Indemnify. Subject to the limitations contained in Section 8.5, the Seller hereby agrees to indemnify the Purchaser, its Affiliates and its and their respective members, stockholders, managers, officers, directors, employees, agents and representatives and the successors and permitted assignees of the Purchaser and their Affiliates (aindividually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) The Seller shall indemnifyagainst, defend and hold to protect, save and keep harmless the Buyer Purchaser Indemnified Parties from, and to pay on behalf of or reimburse the Business from Purchaser Indemnified Parties as and against (i) when incurred for, any and all Environmental Actions based uponLosses that may be imposed on or incurred by any Purchaser Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or otherwise in respect of any way related to, directly or indirectly, or by virtue of: (Aa) any Release misrepresentation, inaccuracy or breach of Hazardous Substances any representation or warranty contained in Article III hereof or in any certificate delivered by the Company or the Seller at the Closing; (b) any breach or failure by the Seller to comply with, perform or discharge any obligation, agreement or covenant by the Seller contained in this Agreement; (c) any Taxes due and owing by the Company with respect to any period ending on or prior to the Closing Date or the ownership or operation and/or any Taxes that are ultimately determined to have arisen on account of the Business operations, assets or actions of the Assets on or prior to the Closing Date, (B) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or (C) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property). (b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of (i) the condition of the Environment on or Company prior to the Closing Date on(including any actions contemplated by this Agreement), at except to the extent taken into account in the calculation of Closing Date Working Capital; (d) any litigation or under claim disclosed on Schedule 3.10 to this Agreement; (e) any real property owneditems of Assumed Indebtedness or Company Transaction Expenses that are not reflected in the calculation of the Purchase Price (including the determination of Closing Date Working Capital pursuant to the procedures set forth in Section 2.2); (f) the PPP Loan, leasedincluding, operated or used without limitation, the failure of the entire PPP Loan to be forgiven, any Taxes incurred by the Seller Company or its Affiliates as a result of or in connection with the Business, (ii) the Seller's ownership or operation forgiveness of the Business PPP Loan, any determination by the PPP Lender or SBA that the Assets on Company was not an eligible recipient of a loan under the CARES Act and the PPP Act, any costs or prior fees, including the fees of outside legal or financial advisors, incurred in connection with the forgiveness of the PPP Loan, any untrue certification in connection with the loan application or forgiveness process, the misuse of the funds distributed to the Closing Date, (iii) the condition Company in respect of the Assets on or prior to the Closing DatePPP Loan, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts claim or liabilities of under the Seller False Claims Act (other than Assumed Liabilities) relating to Environmental Laws. (c) This Section 14 shall be the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy pursuant to this Agreement FCA), 31 U.S.C. §§ 3729 – 3733 with respect to Losses arising the PPP Act or the loan application or forgiveness process, and/or any other obligation under the CARES Act or the PPP Act; and (g) any matter excluded from coverage under the R&W Policy pursuant to Environmental Laws or principles of common law relating to pollutionSections IV(D), protection (L), (M) and (N) of the Environment or health and safety (with respect to health and safety, to the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances)R&W Policy.

Obligation of the Seller to Indemnify. (a) The Seller shall Subject to the limitations ------------------------------------- contained in Section 12.4 hereof, each of APBI and the US Subsidiary jointly and severally agree to indemnify, defend and hold harmless the Buyer, its directors, officers, employees, affiliates and assigns (collectively, the "Buyer ----- Indemnified Parties"), the US Toxicology Business and the UK Transfer Group from ------------------- and against each and every demand, claim, loss, liability, damages, deficiency, cost and expense (including, without limitation, interest, penalties, amounts paid in settlement and reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants incurred by the indemnified party in any action or proceeding between the indemnifying party and the indemnified party, or between the indemnified party and any third party, or otherwise) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified ------ Parties and the Business from and against (i) any and all Environmental Actions directly or indirectly based upon, arising out of or otherwise in respect of of: (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (Ba) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement certificates or in any certificate, schedule, instrument or other document prepared schedules delivered by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or thereto; (Cb) any and all obligationsliability or obligation of, debts or liabilities of claim against, APBI whether or not such liability or obligation was known at the Seller Closing; (other than Assumed Liabilities) relating to Environmental Laws and (iic) any and all Losses based upon, failure to comply with any "bulk sales" laws applicable to the Contemplated Transactions; (d) any Excluded Liability; and (e) any liability or obligation arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property). (b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of relating to (i) the condition of the Environment on or activities prior to the Closing Date onof Life Science Research (Japan) Inc., at a Japanese company, or under any real property owned, leased, operated or used by the Seller in connection with the Business, (ii) the Seller's ownership or operation any portion of the Business or business of the Assets on or UK Transfer Group conducted prior to the Closing Date, (iii) the condition of the Assets on or prior to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts or liabilities of the Seller Date (other than Assumed Liabilitiesthe Toxicology Business) relating to Environmental Laws. (c) This Section 14 shall be the Buyer Indemnified Parties' and the Businesstransfer of the non-toxicology business or assets by or from any such company to the Seller's sole source of Group, including, without limitation, the activities contemplated by Schedule 6.14 hereof. Each matter for which the Seller has agreed to provide indemnification or other remedy pursuant to this Agreement with respect Section 12.1 is hereinafter referred to Losses arising pursuant to Environmental Laws or principles of common law relating to pollution, protection of individually as a "Claim" and collectively as the Environment or health and safety (with respect to health and safety, to the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances)."Claims". ----- ------