Common use of Purchaser's Right to Indemnification Clause in Contracts

Purchaser's Right to Indemnification. Subject to Section 12.1.4, each Seller undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, and hold harmless Purchaser, its parent, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Purchaser Indemnitees") from and against and in respect of such Seller's Pro Rata Share of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees ("Claims"), incurred or suffered by a Purchaser Indemnitee arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentation, or other violation of any of the Sellers' or the Company's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default by the Company under any Contract prior to Closing; (d) any Pre-Closing Environmental Matters; and (e) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses, incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity.

Purchaser's Right to Indemnification. Subject to Section 12.1.4(a) PSA and PSA SUB, each Seller undertakes jointly and agrees to indemnifyseverally, defend by counsel reasonably acceptable to Purchaser, shall indemnify and hold Purchaser and its Affiliates harmless Purchaser, its parent, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Purchaser Indemnitees") from and against and in respect of such Seller's Pro Rata Share of any and all losses, costs, liabilities, claims, obligations, diminution in value Losses which Purchaser and expenses, including reasonable attorneys' fees its Affiliates may suffer or incur arising out of or relating to: ("Claims"), incurred or suffered by a Purchaser Indemnitee arising from (ai) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentation, breach or other violation inaccuracy of any of the Sellers' or the Company's representations, warranties, covenants, warranties or representations contained in agreements made by PSA or PSA SUB herein (for purposes of this Agreement excluding those that are Section 8.1 any supplements to the Schedules delivered by PSA or PSA SUB to Purchaser prior to the Closing Date shall be indemnified pursuant to section 13.8; (c) any given no effect unless such supplements reflect a breach or default by the Company under any Contract prior to Closing; (d) any Pre-Closing Environmental Matters; and (e) any and all actionsbreaches which, suits, proceedings, claims demands, assessments, judgments, costs and expenses, incident to any of the foregoing or incurred to oppose the imposition thereof, individually or in enforcing the aggregate, reflect a Material Adverse Effect and Purchaser nonetheless agrees to consummate the transactions contemplated hereby in which case Purchaser shall not be entitled to indemnification under this indemnity; together with interest at Section 8.1(a) to the Prime Rate (as defined below) on any such Claim extent Losses arise from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in the Schedules or supplements); (ii) any third party Proceeding of any nature relating to the operation of the Business or the Assets prior to the Effective Time, except to the extent such Proceedings result from Purchaser's own acts or omissions; (iii) except for Taxes that Purchaser has agreed to pay in accordance with Section 6.5, any income or other Taxes assessed against PSA, PSA SUB or any of the PSA Group arising out of, or resulting from, the sale of the Assets hereunder or arising out of or resulting from the operations of PSA or PSA SUB prior to the Effective Time; and (iv) any liabilities or obligations of PSA, PSA SUB or any of the PSA Group not expressly assumed by Purchaser pursuant to this indemnityAgreement. (b) PSA and PSA SUB shall not be liable for any matters referred to in Section 8.1(a)(i) through (a)(ii), inclusive, except to the extent (and only to the extent) that the aggregate Losses thereunder exceed Five Hundred Thousand Dollars ($500,000) (the "PSA Deductible"); provided, however that the PSA Deductible shall not apply to PSA's or PSA SUB's breach of its covenants and agreements set forth in Section 1.2 (Aggregate Purchase Price of the Assets), Section 3.1 (Organization, Standing and Power), Section 3.3 (Authority), Section 3.8 (Tax Matters), Section 3.15 (Brokers), Section 3.25 (Accounts Receivable) to the extent the breach relates to Current Accounts Receivable, Section 4.3 (No Solicitation), Section 6.1(b) (HSR fees), Section 6.4 (Fees and Expenses), Section 6.5 (Transfer Taxes), Section 6.7 (Audited Financial Statements Costs) and Section 10.12 (Bulk Transfer Liability). Purchaser shall (and shall cause each Person entitled to indemnity under Section 8.1(a) to) in good faith use commercially reasonable efforts to minimize the amount of such Losses consistent with Purchaser's practices regarding claims of liability for which Purchaser would be wholly liable. PSA's and PSA SUB's aggregate liability under Section 8.1(a)(i) through (ii), inclusive, shall not exceed Nineteen Million Dollars ($19,000,000). Provided that PSA and PSA SUB have complied with their obligations under Section 4.10 and have not breached their representations and warranties under Section 3.17, neither PSA nor PSA SUB shall be obligated to indemnify Purchaser or its Affiliates for any Loss to the extent such Loss arises as a result of adverse changes resulting from the loss of Contract Affiliates or Independent Contractors as a result of the existence of this Agreement or the transactions contemplated hereby. In addition, neither PSA nor PSA SUB shall be obligated to indemnify Purchaser or its Affiliates for any Loss to the extent such Loss arises from matters disclosed in the supplements to the Schedules that occurred as a result of general economic conditions in any of the markets served by PSA SUB or the Business or as a result of matters affecting the industry as a whole.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchaser and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as collectively, the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, incident however, that claims made within such Indemnity Period shall survive to any the extent of the foregoing Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or incurred issuable as dividends on, or other distributions with respect to oppose the imposition thereofShares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in enforcing this indemnity; together with interest at replacement of, the Prime Rate (as defined below) on any such Claim from Shares, the date of incurrence by such Purchaser Indemnitee(s) until Warrants and the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityWarrant Shares.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47 and in addition to the indemnification provided in Article XII of the Note Purchase Agreement, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchasers and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as collectively, the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Amendment; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Amendment; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Amendment. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, incident however, that claims made within such Indemnity Period shall survive to any the extent of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any Claim covered thereby until such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates is finally determined and, if more than one rate is indicated)applicable, in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnitypaid.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchaser and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as collectively, the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; PROVIDED, incident HOWEVER, that claims made within such Indemnity Period shall survive to any the extent of the foregoing Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or incurred issuable as dividends on, or other distributions with respect to oppose the imposition thereofShares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in enforcing this indemnity; together with interest at replacement of, the Prime Rate (as defined below) on any such Claim from Shares, the date of incurrence by such Purchaser Indemnitee(s) until Warrants and the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityWarrant Shares.

Purchaser's Right to Indemnification. Subject to Section 12.1.4Xxxxx X. Xxxxxx (“Xxxxxx”), Chief Operating Officer of Xxxxxx Health Ventures, LLC, the sole member of each Seller undertakes and agrees to indemnifySeller, defend by counsel reasonably acceptable to Purchaser, shall indemnify and hold harmless the Purchaser, its parent, affiliates, successors and assigns and their respective directors(collectively, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Purchaser Indemnitees"“Indemnified Parties” or each an “Indemnified Party”) from and against and in respect of such Seller's Pro Rata Share of any and all losses, costsobligations, liabilities, damages, claims, obligationscosts and expenses (including but not limited to all reasonable legal and other expenses incurred by them) (collectively, diminution “Purchaser Claims”) resulting from a material breach of any representation or warranty made by any Seller in value this Section VI; provided, however, that Xxxxxx’x liability hereunder shall not exceed One Million Dollars ($1,000,000.00) in the aggregate and expensesprovided, including reasonable attorneys' fees further, that Xxxxxx shall not be liable to the Indemnified Parties for punitive damages or consequential damages. Notwithstanding anything to the contrary in this Agreement, Xxxxxx shall have no liability to indemnify any of the Indemnified Parties for the first Five Thousand ("$5,000.00) Dollars of Purchaser Claims"). No Purchaser Claims may be asserted, incurred or suffered by and no action based thereon may be commenced, after the first (1st) anniversary of the Closing. An Indemnified Party shall promptly give notice to Xxxxxx after becoming aware of any claim which might give rise to a Purchaser Indemnitee arising from claim for indemnification hereunder (a“Indemnification Claim”) containing a description of the claims of third parties facts giving rise to the Indemnification Claim, together with such documentation as the Indemnified Party may have with respect to operation the Indemnification Claim. If the Indemnification Claim arises from the claim of a third party, Xxxxxx shall be permitted to assume the defense of any such claim and any litigation or other proceeding resulting therefrom with counsel reasonably acceptable to the applicable Seller Indemnified Party. In no event may Xxxxxx xxxxxx or compromise any third party claim without the consent of the Company prior to Closing; (b) a breachIndemnified Parties, misrepresentation, which consent shall not be unreasonably withheld or other violation of any of the Sellers' or the Company's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default by the Company under any Contract prior to Closing; (d) any Pre-Closing Environmental Matters; and (e) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses, incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnitydelayed.

Purchaser's Right to Indemnification. Subject to the provisions of ------------------------------------ this Section 12.1.49, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless PurchaserPurchasers, its parent, affiliates, successors and assigns and their respective employees, agents, directors, officers, employeessuccessors, shareholderspredecessors and assigns (collectively, representatives and agents (hereinafter referred to collectively as the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification under Section 9 may be commenced after the Indemnity Period; provided, incident however, that claims made within the applicable time period ----------------- shall survive to any the extent of such claim until such claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Preferred Stock, the Warrants, the Additional Warrants (if any) and the shares of Common Stock issuable upon the conversion of the foregoing Preferred Stock and/or exercise of the Warrants and the Additional Warrants, if any, and the shares of Common Stock issued or incurred issuable as dividends on, or other distributions with respect to oppose the imposition thereofPreferred Stock, the Warrants, the Additional Warrants (if any) and the shares of Common Stock issuable upon the conversion of the Preferred Stock and/or exercise of the Warrants and the Additional Warrants; and any other security issued or issuable in exchange for, or in enforcing this indemnity; together with interest at replacement of, the Prime Rate Preferred Stock, the Warrants, the Additional Warrants (as defined belowif any) on any such Claim from and the date shares of incurrence by such Purchaser Indemnitee(s) until Common Stock issuable upon the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column conversion of the Eastern Edition Preferred Stock and/or exercise of the Wall Street Journal (or Warrants and the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityAdditional Warrants.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchasers and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as collectively, the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, incident however, that claims made within such Indemnity Period shall survive to any the extent of the foregoing Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares, the Conversion Shares and the shares of Common Stock issued or incurred issuable as dividends on, or other distributions with respect to oppose the imposition thereofShares, the Warrants, the Warrant Shares and the Conversion Shares; and any other security issued or issuable in exchange for, or in enforcing this indemnity; together with interest at replacement of, the Prime Rate (as defined below) on any such Claim from Shares, the date of incurrence by such Purchaser Indemnitee(s) until Warrants, the date of reimbursement by Sellers. "Prime Rate" shall mean Warrant Shares and the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityConversion Shares.

Purchaser's Right to Indemnification. Subject to Section 12.1.4the provisions of this Article X and in addition to any other rights and remedies available to Purchaser under applicable law, each Seller undertakes the Company, Berg (solely with regard to representations, warranties, covenants anx xxreements made by Berg hereunder) and agrees Tessier (solely with regard to indemnifyrepresentations, defend wxxxxnties, covenants and agreements made by counsel reasonably acceptable to Purchaser, Tessier hereunder) shall severally indemnify and hold harmless PurchaserPurchaxxx xxx, if applicable, any of its parentofficers, affiliates, successors and assigns and their respective directors, officersshareholders, employees, shareholdersagents, representatives representatives, attorneys, successors, predecessors and agents (hereinafter referred to collectively as "Purchaser Indemnitees") assigns from and against and in respect of such Seller's Pro Rata Share of against: (a) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter) (collectively "Claims"), which may be asserted against or sustained or incurred by Purchaser in connection with, arising out of, or suffered relating to (i) any breach of any, or any false, incorrect or misleading, representation or warranty that is made by a the Company, Berg or Tessier herein or in any Exhibit, Schedule, certificate or otxxx docuxxxx xxlivered to Purchaser Indemnitee arising from by the Company, Berg or Tessier in connection with this Agreement, or (aii) any breach xx any xxxxxxxnts and covenants made by the claims of third parties Company, Berg or Tessier herein or in any Exhibit, Schedule, certificate or otxxx docuxxxx xxlivered to Purchaser by the Company, Berg or Tessier in connection with respect to operation of the Company prior to Closingthis Agreement; and (b) a breach, misrepresentation, or other violation of any of the Sellers' or the Company's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default by the Company under any Contract prior to Closing; (d) any Pre-Closing Environmental Matters; and (e) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses, incident to any alx xxsts xxx xxxenses incurred by Purchaser in connection with the enforcement of the foregoing or incurred to oppose the imposition thereof, or in enforcing its rights under this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityAgreement.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47 and in addition to the indemnification provided in Article XII of the Note Purchase Agreement, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchasers and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as "collectively, the “Purchaser Indemnitees"Indemnified Parties”) from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) ("collectively, “Claims"”), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Amendment; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Amendment; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Amendment. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, incident however, that claims made within such Indemnity Period shall survive to any the extent of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any Claim covered thereby until such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates is finally determined and, if more than one rate is indicated)applicable, in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnitypaid.

Purchaser's Right to Indemnification. Subject to Section 12.1.4the provisions of this Article X and in addition to any other rights and remedies available to Purchaser under applicable law, each Seller undertakes the Company, Berg (solely with regard to representations, warranties, covenants anx xxreements made by Berg hereunder) and agrees Tessier (solely with regard to indemnifyrepresentations, defend wxxxxnties, covenants xxx xxreements made by counsel reasonably acceptable to Purchaser, Tessier hereunder) shall severally indemnify and hold harmless PurchaserPurchaxxx xxx, if applicable, any of its parentofficers, affiliates, successors and assigns and their respective directors, officersshareholders, employees, shareholdersagents, representatives representatives, attorneys, successors, predecessors and agents (hereinafter referred to collectively as "Purchaser Indemnitees") assigns from and against and in respect of such Seller's Pro Rata Share of against: (a) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter) (collectively "Claims"), which may be asserted against or sustained or incurred by Purchaser in connection with, arising out of, or suffered relating to (i) any breach of any, or any false, incorrect or misleading, representation or warranty that is made by a the Company, Berg or Tessier herexx xr in xxx Xxhibit, Schedule, certificate or other document delivered to Purchaser Indemnitee arising from by the Company, Berg or Tessier in connection with this Agreement, or (aii) any breach xx any xxxxxxxnts and covenants made by the claims of third parties Company, Berg or Tessier herein or in any Exhibit, Schedule, certificateor othxx xocumxxx xxxivered to Purchaser by the Company, Berg or Tessier in connection with respect to operation of the Company prior to Closingthis Agreement; and (b) a breach, misrepresentation, or other violation of any of the Sellers' or the Company's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default by the Company under any Contract prior to Closing; (d) any Pre-Closing Environmental Matters; and (e) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses, incident to any alx xxsts xxx xxxenses incurred by Purchaser in connection with the enforcement of the foregoing or incurred to oppose the imposition thereof, or in enforcing its rights under this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityAgreement.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchasers and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as collectively, the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; PROVIDED, incident HOWEVER, that claims made within such Indemnity Period shall survive to any the extent of the foregoing Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares, the Conversion Shares and the shares of Common Stock issued or incurred issuable as dividends on, or other distributions with respect to oppose the imposition thereofShares, the Warrants, the Warrant Shares and the Conversion Shares; and any other security issued or issuable in exchange for, or in enforcing this indemnity; together with interest at replacement of, the Prime Rate (as defined below) on any such Claim from Shares, the date of incurrence by such Purchaser Indemnitee(s) until Warrants, the date of reimbursement by Sellers. "Prime Rate" shall mean Warrant Shares and the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityConversion Shares.

Purchaser's Right to Indemnification. Subject to Section 12.1.4, each Seller undertakes and ------------------------------------ agrees subject to indemnify, defend by counsel reasonably acceptable the terms and conditions of this Agreement to Purchaser, indemnify and hold harmless Purchaser, its parentstockholders, affiliatesAffiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Purchaser Indemnitees") from and against and in respect of such Seller's Pro Rata Share of any and all losses, costs, liabilities, claims, obligations, diminution in value damages and expenses, including reasonable attorneys' fees (together "Claims"), incurred or suffered by a Purchaser Indemnitee arising from or relating to (ai) the claims of third parties with respect to operation of the Company prior to Closing; (b) a any breach, misrepresentation, or other violation of any of the Sellers' or the CompanySeller's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8Agreement; (c) any breach or default by the Company under any Contract prior to Closing; (dii) any Pre-Closing Environmental Matters; (iii) any Claim by Hagglunds or its Affiliates relating to any default by the Company under any agreement with respect to the Hagglunds Joint Venture, including any Claim with respect to the respective work shares of BWS and Hagglunds with respect thereto, to the extent that such Claim relates to work performed or revenue accrued prior to the Closing Date; (eiv) sales pursuant to the supply Contract and/or license agreements between the president of India and AB Bofors each dated as of March 24, 1986 to the extent such Claim arises from actions or obligations of Celsius, its Affiliates or their representatives; (v) the operation of the business of CWS, whether before, on or after the Closing Date, including the transfer of shares of the capital stock of CWS to Seller; or (vi) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses, expenses incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by SellersSeller. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchaser and its employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates (hereinafter referred to collectively as collectively, the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, incident however, that claims made within such Indemnity Period shall survive to any the extent of the foregoing Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Put Shares and the shares of Common Stock issued or incurred issuable as dividends on, or other distributions with respect to oppose the imposition thereofPut Shares; and any other security issued or issuable in exchange for, or in enforcing this indemnity; together with interest at replacement of, the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityPut Shares.