Common use of Other Indemnification Provisions Clause in Contracts

Other Indemnification Provisions. Except pursuant to Section 8.3 hereof, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, or Section 6.13 of this Agreement, the Company Escrow Parties hereby agree that they will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are or were a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent or was serving at the request of the Company, Parent or any Affiliate of Parent as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties against any of the Company Escrow Parties (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative Document, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereof, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, or Section 6.13 6.14 of this Agreement, the Company Escrow Parties hereby agree that they will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are or were a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent or was serving at the request of the Company, Parent or any Affiliate of Parent as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties against any of the Company Escrow Parties (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative Document, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 of common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, or the transactions contemplated by this Agreement, the Company Escrow Parties . Each Seller hereby agree agrees that they he will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Target by reason of the fact that they are or were he was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 common law remedy any Party may have for breach of representation, warranty, or covenant; provided, however, that the limitations on indemnification set forth in this Agreementss.8, including, without limitation, the Company Escrow Parties deductible on claims referenced in ss.8(h), the maximum amount of indemnification referenced herein, and the time limitations referenced in ss.8(b)(ii)(B), ss.8(c)(ii)(B) and ss.8(c)(ii)(C), shall apply to all such statutory, equitable and common law remedies. Each of the Sellers hereby agree agrees that they he or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are he or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter documentarticles of incorporation, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 of common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, its Subsidiaries, or the transactions contemplated by this Agreement. Each Seller hereby agrees that he, the Company Escrow Parties hereby agree that they she, or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Target and its Subsidiaries by reason of the fact that they are he, she, or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, Target or Section 6.13 of the transactions contemplated by this Agreement, . Each of the Company Escrow Parties Sellers hereby agree agrees that they he or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Target by reason of the fact that they are he or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policyCompany, or Section 6.13 of the transactions contemplated by this Agreement, the Company Escrow Parties subject, in each case, to any applicable insurance coverage. Each Shareholder hereby agree agrees that they he will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are or were he was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent Company or was serving at the request of the Company, Parent or any Affiliate of Parent Company as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Shareholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification -------------------------------- provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including, without limitation, any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified PartyCompany, any directors and officers insurance policyits Subsidiaries, or Section 6.13 of the transactions contemplated by this Agreement. Each of the Sellers hereby agrees that he, the Company Escrow Parties hereby agree that they she or it will not make any claim for indemnification against any of the Company or Parent (or any Affiliate of Parent) and its Subsidiaries by reason of the fact that they are he, she or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 of common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target or the transactions contemplated by this Agreement. Each Seller hereby agrees that he, the Company Escrow Parties hereby agree that they she, or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Target by reason of the fact that they are he, she, or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policyTargets, or Section 6.13 of the transactions contemplated by this Agreement, the Company Escrow Parties . Seller hereby agree agrees that they it will not make any claim for indemnification against either of the Company or Parent (or any Affiliate of Parent) Targets by reason of the fact that they are or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable or common law remedy (including any such remedy arising under Environmental, Health, and Safety Requirements) any party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, Target Entities or Section 6.13 of the transactions contemplated by this Agreement. The parties may pursue any such rights or remedies singly, together or successively, and exercise of any such right or remedy shall not be deemed an election of remedies, nor shall the Company Escrow Parties failure to exercise any right or remedy be deemed a waiver of any existing or subsequent right or remedy. Each Seller hereby agree agrees that they he or she will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Target Entities by reason of the fact that they are he or were she was a director, officer, employee, employee or agent of any of the Company, Parent or any Affiliate of Parent Target Entities or was serving at the request of any of the Company, Parent or any Affiliate of Parent Target Entities as a partner, trustee, director, manager, officer, employee, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim, claim or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, claim or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, Law or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified PartyTarget, any directors and officers insurance policyits Subsidiaries, or Section 6.13 of the transactions contemplated by this Agreement, . Each of the Company Escrow Parties Sellers hereby agree agrees that they he or it will not make any claim for indemnification against any of the Company or Parent (or any Affiliate of Parent) Target and its Subsidiaries by reason of the fact that they are he or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification -------------------------------- provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 of common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to any other Party or the transactions contemplated by this Agreement. However, each of the Company Escrow Parties Stockholders hereby agree agrees that they he will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Buyer by reason of the fact that they are he or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent Seller or was serving at the request of the Company, Parent or any Affiliate of Parent Seller as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Stockholder (whether such action, suit, proceeding, complaint, claim, claim or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification --------------------------------- provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under HSE Laws) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, Target or Section 6.13 of the transactions contemplated by this Agreement, the Company Escrow Parties . Xxxxxxxx hereby agree agrees that they he will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Target by reason of the fact that they are or were he was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties Xxxxxxxx (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to 12.11.1. The indemnification provisions in this Section 8.3 hereof12 are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, or Section 6.13 of transactions contemplated by this Agreement, the Company Escrow Parties . 12.11.2. Each Seller hereby agree agrees that they it will not make any claim for indemnification against the Company RHB LLC or Parent (or any Affiliate of Parent) RHB Inc. by reason of the fact that they are or were such Seller was a member, shareholder, manager, director, officer, employee, employee or agent of the Companyeither of them, Parent or any Affiliate of Parent or was serving at the request of the Company, Parent or any Affiliate either of Parent them as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties SCC against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 common law remedy any Party may have for breach of this Agreementrepresentation, warranty, or covenant; PROVIDED, HOWEVER, that Purchaser acknowledges and agrees that except for the purchase price adjustment contemplated in SECTION 9.2 with respect to breaches of Financial Representations, the Company Escrow Parties foregoing indemnification provisions in this SECTION 9.1 shall be the exclusive remedy of the Purchaser for any breach of the representations and warranties in ARTICLE III above. Seller hereby agree agrees that they he will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) the Harley Subsidiaries by reason of the fact that they are or were he was a director, officer, employee, employee or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Purchaser against any of the Company Escrow Parties Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Partyor the transactions contemplated by this Agreement. Each Seller hereby agrees that he, any directors and officers insurance policyshe, or Section 6.13 of this Agreement, the Company Escrow Parties hereby agree that they it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are he, she, or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylawby-law, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise). Sellers shall retain their rights to indemnification from the Company in all other circumstances.

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofas limited herein, the foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, or Section 6.13 of transactions contemplated by this Agreement, the Company Escrow Parties . Each Seller hereby agree agrees that they neither she nor he will not make any claim for indemnification against the any Company or Parent (or any Affiliate of Parent) by reason of the fact that they are she or were he or it was a director, member, officer, manager, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, member, officer, employee, or agent of another entity (entity, whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, or Section 6.13 of the transactions contemplated by this Agreement, the Company Escrow Parties . Each of Sellers hereby agree agrees that they he or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are or were he was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe above indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable or common law remedy (including without limitation any such remedy arising under Environmental, Health and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, Sellers or Section 6.13 of the transactions contemplated by this Agreement, . Each of the Company Escrow Parties hereby agree Sellers agrees that they he or it will not make any claim for indemnification against any of the Company or Parent (or any Affiliate of Parent) Buyer by reason of the fact that they are he, she or were it was a director, officer, employee, employee or agent of any of the Company, Parent or any Affiliate of Parent Sellers or was serving at the request of the Company, Parent or any Affiliate of Parent entity as a partner, trustee, director, officer, employee, employee or agent of another entity (whether such the claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, expenses or otherwise and whether such the claim is pursuant to any statute, charter document, bylaw, agreement, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim, claim or demand brought by the Parent Indemnified Parties against any of the Company Escrow Buyer Parties against the Sellers (whether such the action, suit, proceeding, complaint, claim, claim or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, law or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified PartyTarget, any directors and officers insurance policyits Subsidiaries, or Section 6.13 of the transactions contemplated by this Agreement, the Company Escrow Parties . The Seller hereby agree agrees that they he will not make any claim for indemnification against any of the Company or Parent (or any Affiliate of Parent) Target and its Subsidiaries by reason of the fact that they are he or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified PartyTarget, any directors and officers insurance policyits Subsidiaries, or Section 6.13 of the transactions contemplated by this Agreement, the Company Escrow Parties . The Sellers hereby agree agrees that they he will not make any claim for indemnification against any of the Company or Parent (or any Affiliate of Parent) Target and its Subsidiaries by reason of the fact that they are or were he was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any such Sellers arising from the Sellers’s alleged breach of the Company Escrow Parties (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative Document, applicable law, or otherwise)Agreement.

Other Indemnification Provisions. Except pursuant Subject to the provisions of -------------------------------- Section 8.3 hereof8(d)(vii), the foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 common law remedy any Party may have for breach of this Agreementrepresentation, warranty, or covenant. Each of the Company Escrow Parties Sellers hereby agree agrees that they he, she or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are he, she or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, or Section 6.13 of the transactions contemplated by this Agreement, the Company Escrow Parties . The Shareholders jointly and severally hereby agree that they will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are that, prior to the Closing, he or were it was a managing director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, managing director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Shareholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of , any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, Target or Section 6.13 of the transactions contemplated by this Agreement, . Each of the Company Escrow Parties Sellers hereby agree agrees that they he or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Target by reason of the fact that they are he or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, Target or Section 6.13 of the transactions contemplated by this Agreement, . Each of the Company Escrow Parties Target Stockholders hereby agree agrees that they he or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Buyer by reason of the fact that they are he or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent Target or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Target Stockholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are exclusive and cumulative, and in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policyCompany, or Section 6.13 of the transactions contemplated by this Agreement, the Company Escrow Parties . Each Shareholder hereby agree agrees that they he will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are or were he was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent Company or was serving at the request of the Company, Parent or any Affiliate of Parent Company as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Shareholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified PartyCP Entities, any directors and officers insurance policytheir Subsidiaries, or Section 6.13 of the transactions contemplated by this Agreement, the Company Escrow Parties . Seller hereby agree agrees that they he will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) CP Entity by reason of the fact that they are or were het was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe indemnification provisions set forth in this Article 8 are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 of common law remedy (including without limitation any such remedy arising under environmental, health, and safety requirements) any party may have with respect to Harvest, or the transactions contemplated by this Agreement, the Company Escrow Parties . The Shareholder hereby agree agrees that they he will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) FullNet and its subsidiaries by reason of the fact that they are or were he was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent Harvest or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by Harvest against the Parent Indemnified Parties against any of the Company Escrow Parties Shareholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified PartyCompany, any directors and officers insurance policythe Subsidiary, or Section 6.13 of the transactions contemplated by this Agreement, . Each of the Company Escrow Parties Sellers hereby agree agrees that they he or she will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) the Subsidiary by reason of the fact that they are he or were she was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified PartyTarget, any directors and officers insurance policyits Subsidiaries, or Section 6.13 of the transactions contemplated by this Agreement, . Each of the Company Escrow Parties Sellers hereby agree agrees that they he or she will not make any claim for indemnification against any of the Company or Parent (or any Affiliate of Parent) Target and its Subsidiaries by reason of the fact that they are he or were she was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any such Seller arising from the Sellers' alleged breach of the Company Escrow Parties (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative Document, applicable law, or otherwise)Agreement.

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 of common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to any other Party or the transactions contemplated by this Agreement, . Each of the Company Escrow Parties Members hereby agree agrees that they he or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) MyFamilyMD and its Subsidiaries by reason of the fact that they are he, she or were it was a director, manager, officer, employee, employee or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, member, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by I-trax or the Parent Indemnified Parties Holding Company against any of the Company Escrow Parties such Member (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified Party, any directors and officers insurance policy, or Section 6.13 of the transactions contemplated by this Agreement, . Each of the Company Escrow Parties Sellers hereby agree agrees that they he will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are or were he was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of any such entity prior to the Company, Parent or any Affiliate of Parent Closing Date as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 of common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target or the transactions contemplated by this Agreement. Each Seller hereby agrees that he, the Company Escrow Parties hereby agree that they she, or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) Target by reason of the fact that they are he, she, or were it was a directormanager, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, manager, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofas provided in §9, the foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 of common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Company or the transactions contemplated by this Agreement. Each Seller hereby agrees that he, the Company Escrow Parties hereby agree that they she, or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are he, she, or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Closing Date with a Company D&O Indemnified PartyTarget, any directors and officers insurance policyits Subsidiaries, or Section 6.13 of the transactions contemplated by this Agreement, . Each of the Company Escrow Parties Sellers hereby agree agrees that they he will not make any claim for indemnification against any of the Company or Parent (or any Affiliate of Parent) Target and its Subsidiaries by reason of the fact that they are or were he was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).

Other Indemnification Provisions. Except pursuant to Section 8.3 hereofThe foregoing indemnification provisions are in addition to, and not in derogation of, any indemnification agreements in place prior to the Closing Date with a Company D&O Indemnified Partystatutory, any directors and officers insurance policyequitable, or Section 6.13 of common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Company or the transactions contemplated by this Agreement. Each Seller hereby agrees that he, the Company Escrow Parties hereby agree that they she, or it will not make any claim for indemnification against the Company or Parent (or any Affiliate of Parent) by reason of the fact that they are he, she, or were it was a director, officer, employee, or agent of the Company, Parent or any Affiliate of Parent such entity or was serving at the request of the Company, Parent or any Affiliate of Parent such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Parent Indemnified Parties Buyer against any of the Company Escrow Parties such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement or any other Operative DocumentAgreement, applicable law, or otherwise).