Common use of Seller’s Indemnification Clause in Contracts

Seller’s Indemnification. From and after the Closing Date, the Seller shall, jointly and severally, indemnify and hold harmless the Purchaser, Newco, the Surviving Corporation and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Seller to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule); (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viii) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From and after the Closing Date, the Seller shall, jointly and severally, indemnify and hold harmless the Purchaser, Newco, the Surviving Corporation Purchaser and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation Purchaser or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any untrue statement or omission contained in any written information furnished or caused to be furnished by the Seller to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b2.2(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule)Date; (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) without regard to any knowledge acquired by Purchaser, any loss or liability arising from the complaint filed against the Company by Xxxxxxx Xxxxxxxxxx or any related matters (including attorney's fees) (regardless of disclosure of such complaint on the Disclosure Schedule); (viii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viiiix) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From The Seller will defend and after the Closing Dateindemnify Trust Depositor, the Seller shall, jointly and severally, indemnify and hold harmless the Purchaser, NewcoTrust, the Surviving Corporation Trustees, the Placement Agent, the Back-Up Servicer, the Collateral Custodian, any agents of the Trustees and the Company Certificateholder and Noteholders (any of their respective Subsidiarieswhich, and each Person who controls (within the meaning of the Securities Actan "Indemnified Party") the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of them resulting fromcounsel and expenses of litigation (collectively, related to, or "Costs") arising out of or resulting from (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or the use, ownership or operation of any documentFinanced Item by the Seller or the Servicer or any Affiliate of either, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any representation or warranty or covenant made by the Seller in this Agreement being untrue or incorrect (subject to the limitations described in the preamble to Article III of this Agreement) and (iii) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement, prospectus, document the Private Placement Memorandum or other item, or in any amendment thereto or supplement thereof, prepared, filed, distributed the omission or executed in connection with any Purchaser Financing Transaction, or any alleged omission to state in any such registration statement, prospectus, document, item, amendment or supplement therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any such untrue statement or omission contained alleged untrue statement was made in any conformity with information furnished or caused to be furnished Trust Depositor by the Seller to the Purchaser or Newco (provided specifically for use therein; provided, however, that the Seller hereby acknowledges shall not be required to so indemnify any such Indemnified Party for such Costs to the extent that the information concerning the Seller and the Company in the Registration Statement such Cost shall be deemed due to be provided or arise from the willful misfeasance, bad faith or gross negligence of such Indemnified Party, or the failure of such Indemnified Party to comply with any express undertaking, agreement or covenant made by such Indemnified Party in a Transaction Document to which it is a party. Notwithstanding any other provision of this Agreement, the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of the Seller, the Company Seller under this Section 12.01 shall not terminate upon a Servicer Transfer pursuant to Article VIII of this Agreement and shall survive any termination of that agreement or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule); (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viii) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From and after In the Closing Dateevent of the registration under the Securities Act of any Registrable Securities pursuant to the provisions of this Agreement, the each Seller shall, jointly and agrees severally, and not jointly, to indemnify and hold harmless the PurchaserCompany, Newcoits directors, the Surviving Corporation officers, agents, shareholders and the Company and any of their respective Subsidiariesrepresentatives, and each Person who controls (the Company within the meaning of the Securities Act) the PurchaserAct (each, Newco, the Surviving Corporation or, after the Closing Date, the a "Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representativesParty"), from and against all Indemnifiable Losses that any losses, claims, damages or liabilities, joint or several, to which such Company Party may be imposed uponbecome subject under the Securities Act or otherwise, incurred by insofar as such losses, claims, damages or asserted against any of them resulting from, related to, liabilities (or arising actions in respect thereof) arise out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) are based upon any untrue statement of any material fact contained in any registration statementstatement under which such Registrable Securities were registered under the Securities Act, prospectus, document any preliminary prospectus or other itemfinal prospectus relating to such Registrable Securities, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transactionthereto, or any arise out of or are based upon the omission to state in any such registration statement, prospectus, document, item, amendment or supplement therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, but only to the extent that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any such untrue statement or omission contained was made therein in any reliance upon and in conformity with written information furnished or caused to be furnished by the Seller to the Purchaser or Newco (provided that the Company by 118 such Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco expressly for the purposes hereof); (iii) any liability or obligation of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability use in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule); (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amendedpreparation thereof, and will reimburse such Company Party for any legal or any other fees and expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that that liability of each Seller under this Article 5 shall be limited to the rules and regulations promulgated thereunder and any similar Requirement amount of Law; and (viii) any Legal Proceeding or Order arising out proceeds received by such Seller from the sale of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing DateRegistrable Securities.

Seller’s Indemnification. From and after the Closing, Seller shall indemnify Purchaser, Company, and their respective officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse such Purchaser Indemnitees in respect of any loss, diminution in value, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including, without limitation, interest, penalties, reasonable attorneys’, accountants’ and other professionals’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) which any such Purchaser Indemnitee may suffer, sustain or become subject to, as a result of in connection with, relating or incidental to or by virtue of: (a) any breach of any representation or warranty made by Seller or Company contained in this Agreement, any misrepresentation made in the officer’s certificate delivered pursuant to Section 7.2, or the assertion by any third party of facts which, if proven, would constitute any such misrepresentation or breach (it being understood that for purposes of determining a breach of any representation or warranty, such breach shall be determined without regard to any materiality qualifier contained in such misrepresentation or warranty); (b) the breach of any covenant or agreement made by Seller or Company contained in this Agreement, or the assertion by any third party of facts which, if proven, would constitute any such breach; (c) any Tax incurred by Company prior to the Effective Time (for purposes of this clause (c), in the case of any Tax Return for a period beginning before and ending after the Closing Date, the Seller shall, jointly and severally, indemnify and hold harmless portion of any such Tax that is allocable to the Purchaser, Newco, the Surviving Corporation and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning portion of the Securities Act) period ending on the Purchaser, Newco, close of the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may Effective Time shall be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentationin the case of Taxes that are (x) based upon or related to income or receipts, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or (y) imposed in connection with the transactions contemplated by this Agreementsale or other transfer or assignment of property (real or personal, tangible or intangible), (z) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the end of the Effective Time; and (ii) in the case of Taxes imposed on a periodic basis with respect to any untrue statement assets or otherwise measured by the level of any material fact contained in any registration statementitem (e.g., prospectusad valorem property taxes), document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Seller to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco amount of such Taxes for the purposes hereof); entire period (iiior, in the case of such Taxes determined on an arrears basis, the amount of such taxes for the immediately preceding period) any liability or obligation multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the end of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule); (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amendedEffective Time, and the rules and regulations promulgated thereunder and any similar Requirement denominator of Lawwhich is the number of calendar days in the entire period); and and (viiid) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing DateSpecified Litigation.

Seller’s Indemnification. From and after the Closing Date, the Seller shall, jointly and severally, indemnify and hold harmless the Purchaser, Newco, the Surviving Corporation and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required or to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any untrue statement or omission contained in any written information furnished or caused to be furnished by the Seller to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to liabilities reflected in the Base Purchase Price has been determination of the Net Book Value of the Combined Assets and Liabilities made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability2.8(c); (iv) without regard to any knowledge acquired by Purchaser, any liability or claim for payment of Taxes that accrued or relate relates to the a period of time ending on or prior to the Closing Date (without regard to any information provided on the Disclosure Statement or otherwise disclosed to or known by any liability Indemnified Party); (v) any liabilities or obligations of the Seller or the Company in connection with the statutory operations of Inter Linx prior to closing or the dissolution and reinstatement of XXX Medical Enterprises, Inc. Inter Linx (regardless of disclosure in this Agreementwithout regard to any information provided herein, including in the Disclosure Schedule, or otherwise disclosed to or known by any Indemnified Party); (vvi) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vivii) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (viiviii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viiiis) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From and after the Closing Date, each of the Seller Sellers shall, jointly and severally, indemnify and hold harmless the Purchaser, Newco, the Surviving Corporation Corporation, and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or any of the Seller Sellers under this Agreement or any document, instrument, certificate or other item required or to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or any of the Seller Sellers pursuant to this Agreement or upon any untrue statement or omission contained in any written information furnished or caused to be furnished by any of the Seller Sellers to the Purchaser or Newco (provided that the Seller Sellers and the Company hereby acknowledges acknowledge that the information concerning the Seller Sellers and the Company provided by them for use in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of any of the SellerSellers, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule)Date; (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viii) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From and after the Closing Date, the Seller shall, jointly and severally, indemnify and hold harmless the Purchaser, Newco, the Surviving Corporation and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required or to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any untrue statement or omission contained in any written information furnished or caused to be furnished by the Seller to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to liabilities reflected in the Base Purchase Price has been determination of the Net Book Value of the Combined Assets and Liabilities made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability2.8(c); (iv) without regard to any knowledge acquired by Purchaser, any liability or claim for payment of Taxes that accrued or relate relates to the a period of time ending on or prior to the Closing Date or (without regard to any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in information provided on the Disclosure ScheduleStatement or otherwise disclosed to or known by any Indemnified Party); (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viii) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From and after the Closing Date, each of the Seller Sellers shall, jointly and severally, indemnify and hold harmless the Purchaser, Newco, the Surviving Corporation and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal and accounting representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or any of the Seller Sellers under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or any of the Seller Sellers pursuant to this Agreement or upon any untrue statement or omission contained in any written information furnished or caused to be furnished by any of the Seller Sellers to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of any of the SellerSellers, the Company or any of its Subsidiaries other than liabilities reflected in the determination of the Closing Debt for which an adjustment to Amount under Section 28(b) and Net Book Value of the Base Purchase Price has been Combined Assets and Liabilities made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability2.8(c); (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule)Date; (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viii) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From and after In the Closing Dateevent of the registration under the Securities Act of any Registrable Securities pursuant to the provisions of this Agreement, the each Seller shall, jointly and agrees severally, and not jointly, to indemnify and hold harmless the PurchaserCompany, Newcoits directors, the Surviving Corporation officers, agents, shareholders and the Company and any of their respective Subsidiariesrepresentatives, and each Person who controls (the Company within the meaning of the Securities Act) the PurchaserAct (each, Newco, the Surviving Corporation or, after the Closing Date, the a "Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representativesParty"), from and against all Indemnifiable Losses that any losses, claims, damages or liabilities, joint or several, to which such Company Party may be imposed uponbecome subject under the Securities Act or otherwise, incurred by insofar as such losses, claims, damages or asserted against any of them resulting from, related to, liabilities (or arising actions in respect thereof) arise out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) are based upon any untrue statement of any material fact contained in any registration statementstatement under which such Registrable Securities were registered under the Securities Act, prospectus, document any preliminary prospectus or other itemfinal prospectus relating to such Registrable Securities, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transactionthereto, or any arise out of or are based upon the omission to state in any such registration statement, prospectus, document, item, amendment or supplement therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, but only to the extent that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any such untrue statement or omission contained was made therein in any reliance upon and in conformity with written information furnished or caused to be furnished by the Seller to the Purchaser or Newco (provided that the Company by such Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco expressly for the purposes hereof); (iii) any liability or obligation of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability use in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule); (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amendedpreparation thereof, and will reimburse such Company Party for any legal or any other fees and expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that that liability of each Seller under this Article 5 shall be limited to the rules and regulations promulgated thereunder and any similar Requirement amount of Law; and (viii) any Legal Proceeding or Order arising out proceeds received by such Seller from the sale of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing DateRegistrable Securities.

Seller’s Indemnification. From and after the Closing Date, the The Seller shall, jointly and severally, will indemnify and hold harmless the Purchaser, Newco, Company and each underwriter of the Surviving Corporation Company's securities under Section 1 and each person who controls the Company and any of their respective Subsidiaries, and each Person who controls (or underwriter within the meaning of the Securities Act and the Exchange Act) the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, each officer of the Company or any of its Subsidiaries, who signs the registration statement and each director of their respective directorsthe Company, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed uponlosses, incurred by claims, expenses, damages or asserted against any of them resulting fromliabilities (including reasonable attorneys' fees), related tojoint or several, to which the Company, underwriter or arising such officer or director or controlling person become subject under the Act, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of (i) or are based upon any misrepresentation, breach of any warranty untrue statement or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any alleged untrue statement of any material fact contained in the registration statement under which such Registerable Securities were registered under the Act pursuant to Section 1 hereof, any preliminary prospectus (if used prior to the effective date of the registration statement, prospectus, document ) or other itemfinal prospectus contained therein, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, arise out of or any are based upon the omission or alleged omission to state in any such registration statement, prospectus, document, item, amendment or supplement therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each such underwriter and each such officer, director and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, expense, damage, liability or action; provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon any misrepresentation an untrue statement or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any alleged untrue statement or omission contained or alleged omission made in any conformity with information furnished or caused to be furnished the Company by the Seller to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation controlling person of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule); (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viii) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From and after the Closing Date, the Seller shall, jointly and severally, indemnify and hold harmless the Purchaser, Newco, the Surviving Corporation and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation Purchaser or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any untrue statement or omission contained in any written information furnished or caused to be furnished by the Seller to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b2.2(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule)Date; (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; (viii) any liability in connection with amounts outstanding under the loan from TPS, Inc. to the Company, such obligation which was distributed to the Seller prior to Closing; and (viiiix) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 2, 3 or 4, each seller of such Restricted Stock thereunder, severally and after the Closing Datenot jointly, the Seller shall, jointly and severally, will indemnify and hold harmless the PurchaserCompany, Newcoeach person, the Surviving Corporation and if any, who controls the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) , each officer of the PurchaserCompany who signs the registration statement, Newcoeach director of the Company, each other holder of Restricted Stock, each underwriter and each person who controls any underwriter within the Surviving Corporation ormeaning of the Securities Act, after the Closing Dateagainst all losses, claims, damages or liabilities, joint or several, to which the Company or any of its Subsidiariessuch officer, and each of their respective directorsdirector, officersother seller, employeesunderwriter or controlling person may become subject under the Securities Act or otherwise, agentsinsofar as such losses, successors and assigns and legal representativesclaims, from and against all Indemnifiable Losses that may be imposed upon, incurred by damages or asserted against any of them resulting from, related to, liabilities (or arising actions in respect thereof) arise out of (i) or are based upon any misrepresentation, breach of any warranty untrue statement or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any alleged untrue statement of any material fact contained in any registration statementor Blue Sky Application statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 2, prospectus3 or 4, document any preliminary prospectus or other itemfinal prospectus contained therein, or any amendment or supplement thereof, prepared, filed, distributed thereof or executed in connection with any Purchaser Financing Transactionissuer free-writing prospectus, or any arise out of or are based upon the omission or alleged omission to state in any such registration statement, prospectus, document, item, amendment or supplement therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, other seller, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon any misrepresentation an untrue statement or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any alleged untrue statement or omission contained or alleged omission made in any reliance upon and in conformity with information furnished or caused pertaining to be furnished by the Seller to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of the Sellersuch seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule); (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing furnished in writing to the Company by such seller specifically for use in such registration statement or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seqprospectus., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viii) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Seller’s Indemnification. From and after Paragraph 14.1 is replaced in its entirety with the Closing Datefollowing: Subject to the further provisions of this Article 14, Sellers shall each severally (in proportion to the number of Shares sold by each Seller shallat Closing) indemnify, jointly and severally, indemnify defend and hold harmless Buyer, Premier and their respective officers and directors (and, in the Purchasercase of clause (ii), Newco, the Surviving Corporation and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted ) against any of them resulting fromand all losses, related toliabilities, claims, damages, costs and expenses (collectively the "Damages"), insofar as such Damages (or arising actions in respect thereof) are based upon or arise out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any warranty, representation, covenant or agreement made herein by Sellers, (ii) the litigation between Xx. Xxxxxxx, Xxxxxx Primaire d'Assurance Maladie xx Xxxx and Avenir Land S.A. referred to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished on Schedule 4.10 to the Purchaser or Newco pursuant hereto or thereto or in connection with Agreement (the transactions contemplated by this Agreement; "Xxxxxxx Litigation"), (iiiii) any untrue statement or alleged untrue statement of any a material fact contained in the Resale Registration Statement (or any registration statement, prospectus, document prospectus contained therein or other itemused in connection therewith), or any amendment thereof or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, thereto or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that is based upon any misrepresentation such untrue statement or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any alleged untrue statement or omission or alleged omission is contained in any information or affidavit furnished in writing by such Seller or caused to be furnished any of such Seller's employees, officers, directors, agents or affiliates specifically for inclusion in, or verification of matters set forth in the Resale Registration Statement (or prospectus contained therein or use in connection therewith) or (iv) any failure by the Seller Sellers to deliver a copy of the Resale Registration Statement or prospectus or amendment or supplement thereto. The indemnification obligations provided for in this Paragraph shall be such party's sole remedy with respect to the Purchaser breach of any warranty, representation, covenant or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller agreement made by Sellers in this Agreement and the Company in the Registration Statement such indemnification shall be deemed to be provided the sole responsibility of each Seller (in proportion to the Purchaser and Newco for the purposes hereofnumber of Shares sold by each Seller at Closing); (iii) , and, without prejudice to Paragraph 14.3.4, they shall not have any right to recover any portion of their liability or obligation of the Seller, from the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule); (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securitiesSubsidiary, whether debt by right of indemnification, contribution or equityotherwise; PROVIDED, in such holder's capacity as suchHOWEVER, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viii) any Legal Proceeding or Order arising out of any of that the foregoing even though such Legal Proceeding or Order may shall not be filed, become final, or come apply to light until after limit the Closing Daterights of Buyer pursuant to Paragraph 16.15 (Specific Performance).

Seller’s Indemnification. From and after the Closing Date, each of the Seller Sellers shall, jointly and severally, indemnify and hold harmless the Purchaser, Newco, the Surviving Corporation and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or any of the Seller Sellers under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or any of the Seller Sellers pursuant to this Agreement or upon any untrue statement or omission contained in any written information furnished or caused to be furnished by any of the Seller Sellers to the Purchaser or Newco (provided that the Seller Sellers and the Company hereby acknowledges acknowledge that the information concerning the Seller Sellers and the Company provided by them for use in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of any of the SellerSellers, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired whether or not known by the Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstatement of XXX Medical Enterprises, Inc. (regardless of disclosure in this Agreement, including in the Disclosure Schedule)Date; (v) any non-compliance with applicable Requirements of Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like; (vi) any action, claim or demand by any holder of the Company's securities, whether debt or equity, in such holder's capacity as such, whether now existing or hereafter arising or incurred; (vii) any non-compliance with the Worker Adjustment and Retraining Act, 29 U.S.C. ss.2101, et. seq., as amended, and the rules and regulations promulgated thereunder and any similar Requirement of Law; and (viii) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.