Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. Subject to the limitations set forth in this ARTICLE VII, Parent (also an “Indemnifying Party”) agrees to indemnify and hold harmless the Target Holders and their respective successors and assigns (the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”) against and in respect of any and all Damages based upon, arising out of, or otherwise in respect of, or which may be incurred by virtue of or result from: (i) the inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement (including all schedules and exhibits hereto) or in any certificate delivered by Parent or Merger Sub hereunder; (ii) any non-fulfillment or breach of any covenant or agreement made by Parent or Merger Sub in this Agreement (including all schedules and exhibits hereto); (iii) any claim with respect to Taxes imposed on Target, Parent or Merger Sub for periods starting the day after the Closing Date (or for the portion of any period following the Closing Date to the extent a period does not close on such date), except to the extent such Taxes are attributable to a breach of the representation set forth in Section 2.17; or (d) enforcing the indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification only through, and Parent shall be entitled to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of this ARTICLE VII.

Indemnification by Parent. (a) Subject to the limitations set forth in provisions of this ARTICLE VIIArticle X and except with respect to indemnification for Taxes, effective as of and after the Closing Date, Parent (also an “Indemnifying Party”) agrees to indemnify shall indemnify, defend and hold harmless harmless, to the Target Holders fullest extent permitted by law, Purchaser and its Affiliates (including members of the Education Group, provided that with respect to any non-wholly owned member of the Education Group, Losses for purposes of this Article X shall be the Proportionate Equity Share of the Losses incurred or suffered by such non-wholly owned member of the Education Group) and their respective managers, officers, directors, employees, advisors (including legal, financial and accounting advisors), representatives, agents and their respective successors and assigns (collectively, the “Target Purchaser Indemnified Person” andParties”), collectively the “Target Indemnified Persons”) from, against and in respect of any and all Damages Losses incurred or suffered by any of the Purchaser Indemnified Parties to the extent based upon, arising out of, or otherwise in respect of, or which may be incurred by virtue reason of or result from: resulting from (i) the any inaccuracy in or breach of any representation or warranty made by of Parent or Merger Sub contained in Article III of this Agreement (including all schedules except for Section 3.13 (Taxes)) without regard to any materiality, material adverse effect, Material Adverse Effect, or similar materiality qualifications set forth in such representations and exhibits heretowarranties (other than representations and warranties to the effect that a list of items is set forth in the Seller Disclosure Schedules or that specified items have been made available) or in any certificate delivered by Parent or Merger Sub hereunderdefined term contained therein, but, for avoidance of doubt, knowledge qualifications and dollar thresholds shall not be disregarded; (ii) the matters set forth in Section 3.21 of the Seller Disclosure Schedule; (iii) any non-fulfillment or breach of any covenant or agreement made by the Education Group (that is to be performed or complied with prior to the Closing), or Parent or Merger Sub Sellers that is contained in this Agreement (including all schedules and exhibits or in any Ancillary Agreement delivered with respect hereto); (iiiiv) any claim with respect to Taxes imposed on Target, Parent or Merger Sub for periods starting the day after the Closing Date (right asserted or for the portion held by any person who is or at any time was an officer or director of any period following the Closing Date to the extent a period does not close on such date), except to the extent such Taxes are attributable to a breach member of the representation Education Group, involving a right or entitlement to indemnification, advancement of expenses or any other relief or remedy under the directors and officers indemnification arrangements (as set forth in Section 2.175.13), with respect to any act or omission on the part of such person in such person’s capacity as an officer or director of member of the Education Group that occurred or existed at or prior to the Closing; (v) the Retained Employee Liabilities; (vi) the restricted stock unit award granted to Xxxxx X. Xxxxxxxxxx on July 2, 2012 (the “CEO RSU Award”); and (vii) any Liability of Parent or (d) enforcing Sellers not related to the indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunderBusiness, it shall make any claim for indemnification only throughwhether such Liability arises before or after Closing, and Parent shall be entitled to deal exclusively withis known or unknown, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of this ARTICLE VIIcontingent or accrued.

Indemnification by Parent. Subject to (a) From and after the limitations set forth Closing, the Surviving LLC shall be indemnified and held harmless by Parent for and against all losses, damages, claims, costs and expenses, interest, diminution in this ARTICLE VIIvalue from the enterprise value of the Surviving LLC and its Subsidiaries, Parent taken as a whole, awards, judgments and penalties (also an including reasonable attorneys’ fees and expenses, but excluding any allocation of corporate overhead, internal legal department costs and other internal costs and expenses) suffered or incurred by it (hereinafter, “Indemnifying PartyLosses”) agrees to indemnify and hold harmless the Target Holders and their respective successors and assigns (the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”) against and in respect of any and all Damages based upon), arising out of, or otherwise in respect of, or which may be incurred by virtue of or result resulting from: (i) the inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub contained in this Agreement (including all schedules other than the representations and exhibits heretowarranties contained in Section 3.03(a)) or in any the certificate delivered by Parent or Merger Sub hereunderpursuant to Section 2.11(e); (ii) any non-fulfillment or the breach of any (A) pre-Closing covenant or agreement made by Parent Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC or Merger Sub Medifax contained in this Agreement or (including all schedules and exhibits hereto)B) post-Closing covenant or agreement by Parent, Holdco 1 or Holdco 2 contained in this Agreement; (iii) any Excluded Liability; or (iv) the Retained Claims. For purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification under this Article IX, except with respect to Taxes imposed on Targetthe representations and warranties in Sections 3.07 and 3.09(n), Parent each representation or Merger Sub for periods starting warranty contained in this Agreement (and the day after the Closing Date certificate delivered pursuant to Section 2.11(e)) shall be read without regard and without giving effect to any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or for the portion of any period following the Closing Date to the extent a period does not close on qualification were deleted from such daterepresentation and warranty), except to the extent that specific dollar thresholds in such Taxes are attributable to a breach of the representation set forth in Section 2.17; standard or (d) enforcing the indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification only through, and Parent qualification shall be entitled regarded and given effect with respect to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed information required to be invalid for all purposes of this ARTICLE VIIlisted in the Disclosure Schedule.

Indemnification by Parent. Subject From and after the Closing (but subject to the limitations set forth in this ARTICLE VIISection 9.1(a), 9.3 and 9.4), Parent (also an “Indemnifying Party”) agrees to indemnify and shall hold harmless and indemnify each of the Target Holders Stockholder Indemnitees from and their respective successors against, and assigns shall compensate and reimburse each of the Stockholder Indemnitees for, any Damages that are suffered or incurred by any of the Stockholder Indemnitees or to which any of the Stockholder Indemnitees may otherwise become subject (the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”regardless of whether or not such Damages relate to any third-party claim) against and in respect of any and all Damages based upon, arising out that arise from or as a result of, or otherwise in respect of, are directly or which may be incurred by virtue of or result fromindirectly connected with: (i) the any inaccuracy in or breach of any representation or warranty made by Parent or and Merger Sub in Section 3 of this Agreement (including all schedules without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly in such representation or warranty, and exhibits hereto) or in without giving effect to any certificate update to the Parent Disclosure delivered by Parent or Merger Sub hereunderto the Company prior to the Closing); (ii) any non-fulfillment inaccuracy in or breach of any representation or warranty made by Parent and Merger Sub in Section 3 as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (after having given effect to any updates to the Parent Disclosure Schedule delivered to the Company prior to the Closing pursuant to Section 4.4(b), but without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly in such representation or warranty); (iii) any breach of any covenant or agreement made by obligation of Parent or Merger Sub in this Agreement to be performed prior to the Closing (including all schedules including, without limitation, the covenants set forth in Sections 4 and exhibits hereto5); or (iiiiv) any claim with respect Legal Proceeding relating to Taxes imposed on Target, Parent any inaccuracy or Merger Sub for periods starting the day after the Closing Date (or for the portion of any period following the Closing Date to the extent a period does not close on such date), except to the extent such Taxes are attributable to a breach of the representation set forth type referred to in Section 2.17; clause "(i)," "(ii)" or "(d) enforcing the indemnification provided for hereunder. In connection with iii)" above (including any exercise Legal Proceeding commenced by any Target Indemnified Person Stockholder Indemnitee for the purpose of enforcing any of its rights hereunder, it shall make any claim for indemnification only through, and Parent shall be entitled to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of under this ARTICLE VIISection 9).

Indemnification by Parent. Subject to the limitations set forth in this ARTICLE VIIherein, from and after the Effective Time, Parent (also an “Indemnifying Party”) agrees will defend and indemnify each of the stockholders of the Company immediately prior to indemnify the Effective Time and hold harmless the Target Holders and their respective its Affiliates, directors, officers, stockholders, successors and assigns (collectively, the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”"Company Indemnitees") against and in respect hold each of them harmless from any and all Damages based upon, arising out of, Losses which any such Company Indemnitees may suffer or otherwise in respect of, or which may be incurred incur by virtue reason of or result from: (i) the inaccuracy in or breach of any representation of the representations, warranties, covenants, obligations or warranty made by agreements of Parent or Merger Sub contained in this Agreement (including all schedules and exhibits or any document, certificate or agreement delivered pursuant hereto) or in any certificate delivered by Parent or Merger Sub hereunder; , (ii) the participation, at the request of Parent, of the Company Indemnitees in any non-fulfillment Financing Activities or any filing on behalf of Parent in connection therewith, except, with respect to this subsection (ii), to the extent that any Losses arise out of or are based upon the reliance on the SEC Documents, the Company Financials or other information furnished by the Company, any of its Subsidiaries or any Company Indemnitee expressly for use by Parent in connection with such Financing Activities or filings or the breach by the Company of its obligations under the last sentence of Section 6.4(b) in connection therewith, and (iii) the termination, at the request of Parent under Section 6.9(c), of each Employee Plan that contains a cash or deferred arrangement subject to Section 401(k) of the Code (the "Company Indemnifiable Damages"). Parent shall be obligated to indemnify the Company Indemnitees for Company Indemnifiable Damages pursuant to this Section 8.3 only if a claim for indemnification is made by the Holders' Representatives on behalf of the Company Indemnitees prior to the Expiration Date in the manner set forth in Section 8.6 below. The Company Indemnitees shall not be entitled to assert any claim for indemnification pursuant to this Section 8.3 (other than with respect to Sections 5.5, 5.8 and 5.17) unless and until the amount of the Indemnifiable Damages sustained by such Company Indemnitee with respect to any individual matter exceeds $20,000. Neither the Parent nor the Surviving Corporation shall be obligated to indemnify any Company Indemnitee with respect to any Indemnifiable Damages (other than Indemnifiable Damages arising out of or related to the inaccuracy or breach of any covenant of the representations or agreement made by Parent warranties in Sections 5.5, 5.18 and 5.17) as to which any such Company Indemnitee is otherwise entitled to assert a claim for indemnification unless and until the aggregate amount of the Indemnifiable Damages attributable to the Company Indemnitees equals the Basket Amount; provided, however, that thereafter the Indemnifying Party shall indemnify the Company Indemnitees for any amounts in excess of, and not including, the Basket Amount. Other than Indemnifiable Damages arising out of or Merger Sub in this Agreement (including all schedules and exhibits hereto); (iii) any claim with respect related to Taxes imposed on Target, Parent the inaccuracy or Merger Sub for periods starting the day after the Closing Date (or for the portion breach of any period following of the Closing Date representations or warranties in Sections 5.5, 5.18 and 5.17, the aggregate liability of Parent for Company Indemnifiable Merger Agmt - 60 - Damages under this Section 8.3 shall be limited to Ten Million Dollars ($10,000,000). No Indemnifiable Damages shall in any event be deemed to have occurred to the extent that the per share value of Parent Stock did not decline below the Parent Stock Price as a period does not close on result of such date)inaccuracy or breach, except and only to the extent such Taxes that the Indemnifiable Damages are attributable to a breach of the representation set forth Losses incurred in Section 2.17; or (d) enforcing the indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification only through, and Parent shall be entitled to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by third-party claims against a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of this ARTICLE VIICompany Indemnitee.

Indemnification by Parent. Subject to the limitations set forth in this ARTICLE VII, Parent (also an “Indemnifying Party”) hereby agrees to indemnify indemnify, defend ------------------------- and hold harmless the Target Holders Company, and their respective successors its officers, directors, employees and assigns (the “Target Indemnified Person” andstockholders, collectively the “Target Indemnified Persons”) against and in respect of for any and all Damages based uponLosses, arising out ofon a Grossed-Up Basis (whether or not involving a Third Party Claim), incurred or otherwise in respect ofsustained by the Company, and its officers, directors, employees and stockholders, directly or which may be incurred by virtue indirectly prior to the Expiration Date as a result of or result from: (i) the any inaccuracy in in, or breach of any of, a representation or warranty made of Parent or Merger Sub contained herein (or in any certificate, instrument, schedule or document attached to this Agreement and delivered by Parent or Merger Sub in this Agreement connection with the Merger); (including all schedules and exhibits heretoii) or in any certificate delivered failure by Parent or Merger Sub hereunder; (ii) any non-fulfillment to perform or breach of comply with any covenant or agreement made by Parent contained herein, or Merger Sub in this Agreement (including all schedules and exhibits hereto); (iii) (A) any claim with respect Hazardous Material at, on, under, migrating to Taxes imposed or from, or transported to or from any of Parent's real properties on Target, Parent or Merger Sub for periods starting the day after the Closing Date (or for the portion of any period following the Closing Date prior to the extent a period does not close Closing; (B) any Environmental Claim arising at any time that relates to Parent on such date), except or prior to the extent such Taxes are attributable to a breach of the representation set forth in Section 2.17Closing; or (dC) enforcing the indemnification provided for hereunder. In connection any noncompliance with any exercise by applicable Environmental Law or Environmental Permit relating in any Target Indemnified Person way to Parent on or prior to the Closing, up to a maximum of ten percent (10%) of the aggregate Merger consideration paid to holders of Company Capital Stock pursuant to the terms of this Agreement, which indemnification obligation (x) will be paid in shares of Parent capital stock and (y) shall be the sole and exclusive remedy available to the Company and its rights hereunder, it shall make stockholders for any claim for indemnification only through, and Losses under this Agreement or otherwise. Parent shall not be entitled liable to deal exclusively withthe Company and its officers, directors, employees and stockholders under this Section 7.3 or otherwise unless and until the Stockholder Representativeaggregate amount of Losses exceeds the Deductible, and at which time the holders of Company Capital Stock may recover all amounts of such Losses (including any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes amounts of this ARTICLE VIILosses considered in determining whether the Deductible has been exceeded).

Indemnification by Parent. Subject to the limitations set forth in this ARTICLE VII, Parent (also an “Indemnifying Party”) agrees to indemnify and hold harmless the Target Holders and their respective successors and assigns Shareholders (the “Target Shareholder Indemnified Person” and, collectively the “Target Indemnified PersonsParties”) shall be indemnified and held harmless by Surviving Corporation and Parent, jointly and severally, against all claims, losses, liabilities, damages, deficiencies, costs and in respect expenses, including reasonable attorneys’ fees and expenses of investigation (hereinafter individually a “Shareholder Loss” and collectively “Shareholder Losses”) (but with adjustment for any and all Damages based uponinsurance recovery or tax deduction relating thereto), to the extent arising out ofof or resulting therefrom, or otherwise in respect of, or which may be incurred by virtue of the Shareholder Indemnified Parties directly or indirectly as a result fromof: (i) the any inaccuracy in or breach of any a representation or warranty made by of Parent or Merger Sub contained in this Agreement (including all schedules and exhibits hereto) or in any certificate delivered by Parent or Merger Sub hereunder; (ii) any non-fulfillment or breach of any covenant or agreement made failure by Parent or Merger Sub Surviving Corporation to perform or comply with any covenant contained in this Agreement (including all schedules and exhibits hereto)Agreement; (iii) any claim provided, that the Shareholder Indemnified Parties shall not be entitled to receive indemnification payments with respect to Taxes imposed on Target, Parent any Shareholder Loss under (i) or Merger Sub for periods starting (ii) above unless and until the day after aggregate deductible amount of the Closing Date (or for the portion of any period following the Closing Date Shareholder Losses exceeds $100,000.00 and then only to the extent a period does of such Shareholder Losses in excess of such aggregate amount; provided, however, such aggregate deductible amount shall not close on such date)apply to Parent’s failure to make payments under Section 2.2(a)(i) hereof or under the Employment Agreements, except to the extent such Taxes are attributable to a breach so long as there has been no termination of the representation set forth Employment Agreements in Section 2.17; or (d) enforcing the indemnification provided for hereunder. In connection accordance with any exercise by any Target Indemnified Person their terms which would relieve Parent of its rights hereunderpayment obligations thereunder, it shall make any claim for indemnification only through, and Parent shall be entitled or to deal exclusively with, Parent’s obligation to issue its Common Stock in accordance with the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes provisions of Section 2.1 of this ARTICLE VIIAgreement.

Indemnification by Parent. Subject to the limitations set forth elsewhere in this ARTICLE VIISection 7, from and after the Effective Time, Parent (also an “Indemnifying Party”"Parent Indemnitor") agrees to shall defend, indemnify and hold harmless the Target Holders Selling Shareholders and their respective successors affiliates, officers, directors, employees, representatives and assigns agents (Selling Shareholders and each of the “Target foregoing persons or entities is hereinafter referred to individually as a "Shareholder Indemnified Person” and, " and collectively the “Target as "Shareholder Indemnified Persons”") from and against and in respect of any and all Damages based upon, arising out of, that any of the Shareholder Indemnified Persons suffers or otherwise in respect of, or which may be incurred incurs by virtue reason of or result fromin connection with: (i) the The inaccuracy in or breach of any representation or warranty made by of Parent or Merger Sub contained in this Agreement (including all schedules and exhibits any exhibit or schedule hereto) or in any other agreement, instrument, document or certificate delivered furnished by Parent to Selling Shareholders pursuant to this Agreement or Merger Sub hereunderin connection with the transactions contemplated hereby; (ii) any non-fulfillment Breach or breach violation by Parent of any covenant or agreement made by of Parent or Merger Sub contained in this Agreement (including all schedules and exhibits any exhibit or schedule hereto) or in any other agreement, instrument, document or certificate furnished by Parent to Selling Shareholders pursuant to this Agreement or in connection with the transactions contemplated hereby; or Except for any liability or obligation for which Company Shareholders agreed pursuant to Section 7.3(a) to indemnify Parent Indemnified Persons (regardless of any limitations on Company Shareholders' indemnification obligations contained in Section 7.3(d); ), any liability or obligation arising out of or resulting from (iiiA) the operations, activities or transactions of the business of Company at any time after the Effective Time, (B) the use or ownership of the assets, properties or rights of Company at any time after the Effective Time, or (C) any claim with respect to Taxes imposed on Target, Parent act or Merger Sub for periods starting the day omission of Company occurring at any time after the Closing Date (or for the portion of any period following the Closing Date to the extent a period does not close on such date), except to the extent such Taxes are attributable to a breach of the representation set forth in Section 2.17; or (d) enforcing the indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification only through, and Parent shall be entitled to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of this ARTICLE VIIEffective Time.

Indemnification by Parent. Subject to the limitations set forth in provisions of this ARTICLE VIISection ------------------------- 8.1, Parent (also an “Indemnifying Party”) agrees to indemnify indemnify, defend, protect and hold harmless each of the Target Holders and their respective successors and assigns shareholders of the Company (the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”"SHAREHOLDER INDEMNITEES") from and against and in respect of any and all Damages based upon, arising out of, incurred or otherwise in respect of, or which may be incurred suffered by virtue such Shareholder Indemnitees as a result of or result from: incident to (i) the inaccuracy in or any breach of any representation or warranty of Parent or Merger Sub set forth herein or in any certificate or other document delivered in connection herewith as of the date made (as such representation or warranty would read if all qualifications as to knowledge and materiality were deleted from it) with respect to which a claim for indemnification is brought by such Shareholder Indemnitees within the applicable survival period, if any, described in Section 8.1(b), (ii) any breach or nonfulfillment by Parent or Merger Sub, or any noncompliance by Parent or Merger Sub in this Agreement (including all schedules and exhibits hereto) with, any covenant, agreement, or obligation of Parent contained herein or in any certificate or other document delivered in connection herewith as of the date made (the "SHAREHOLDER DAMAGES"). Parent shall reimburse the Shareholder Indemnitees for any Shareholder Damages to which this Section 8.1 relates only if a claim for indemnification is made by the Shareholder Indemnitees within the survival period described in Section 8.1(b); provided, however, that the aggregate ----------------- liability of Parent or Merger Sub hereunder; (ii) shall not exceed $10,000,000. Notwithstanding anything to the contrary in this Agreement, Parent shall not have any non-fulfillment or breach liability for the Taxes of any covenant or agreement made by shareholder of the Company resulting from the failure of the transaction effected through the Merger to qualify as a reorganization under the provisions of Section 368(a) of the Code, except that Parent or Merger Sub shall be liable for breaches of the representations and warranties contained in this Agreement (including all schedules and exhibits hereto); (iii) any claim with respect to Taxes imposed on Target, Parent or Merger Sub for periods starting the day after the Closing Date (or for the portion of any period following the Closing Date Section 3.9 hereof to the extent a period does not close on such date), except to the extent such Taxes are attributable to a breach of the representation set forth in this Section 2.17; or (d) enforcing the indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification only through, and Parent shall be entitled to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of this ARTICLE VII8.1(h).

Indemnification by Parent. Subject to (a) From and after the limitations set forth Closing, Master LLC shall be indemnified and held harmless by Parent for and against all losses, damages, claims, costs and expenses, interest, diminution in this ARTICLE VIIvalue from the enterprise value of Master LLC and its Subsidiaries, Parent taken as a whole, awards, judgments and penalties (also an including reasonable attorneys’ fees and expenses, but excluding any allocation of corporate overhead, internal legal department costs and other internal costs and expenses) suffered or incurred by it (hereinafter, “Indemnifying PartyLosses”) agrees to indemnify and hold harmless the Target Holders and their respective successors and assigns (the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”) against and in respect of any and all Damages based upon), arising out of, or otherwise in respect of, or which may be incurred by virtue of or result resulting from: (i) the inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub contained in this Agreement (including all schedules other than the representations and exhibits heretowarranties contained in Section 3.03(a)) or in any the certificate delivered by Parent or Merger Sub hereunderpursuant to Section 2.11(e); (ii) any non-fulfillment or the breach of any (A) pre-Closing covenant or agreement made by Parent Parent, Holdco 1, Holdco 2, Master LLC or Merger Sub Medifax contained in this Agreement or (including all schedules and exhibits hereto)B) post-Closing covenant or agreement by Parent, Holdco 1 or Holdco 2 contained in this Agreement; (iii) any Excluded Liability; or (iv) the Retained Claims. For purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification under this Article IX, except with respect to Taxes imposed on Targetthe representations and warranties in Sections 3.07 and 3.09(n), Parent each representation or Merger Sub for periods starting warranty contained in this Agreement (and the day after the Closing Date certificate delivered pursuant to Section 2.11(e)) shall be read without regard and without giving effect to any materiality or 66 Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or for the portion of any period following the Closing Date to the extent a period does not close on qualification were deleted from such daterepresentation and warranty), except to the extent that specific dollar thresholds in such Taxes are attributable to a breach of the representation set forth in Section 2.17; standard or (d) enforcing the indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification only through, and Parent qualification shall be entitled regarded and given effect with respect to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed information required to be invalid for all purposes of this ARTICLE VIIlisted in the Disclosure Schedule.

Indemnification by Parent. Subject From and after the Effective Time (but subject to the limitations set forth in Section 8.1(a), this ARTICLE VIISection 8.3, Section 8.4 and Section 9.11), Parent (also an “Indemnifying Party”) agrees to indemnify and shall hold harmless and indemnify each of the Target Holders Stockholder Indemnitees from and their respective successors against, and assigns shall compensate and reimburse each of the Stockholder Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Stockholder Indemnitees or to which any of the Stockholder Indemnitees may otherwise become subject (the “Target Indemnified Person” andregardless of whether or not such Damages relate to any third-party claim), collectively the “Target Indemnified Persons”) against and in respect of any and all Damages based upon, arising out which arise from or as a result of, or otherwise in respect of, are directly or which may be incurred by virtue of or result fromindirectly connected with: (i) the any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub set forth in this Agreement (including all schedules and exhibits hereto) Section 3 or in any certificate delivered at Closing by an officer of Parent or Merger Sub hereunder(without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to the Parent Disclosure Schedule and any update thereto delivered by Parent to the Company prior to the Closing); (ii) any non-fulfillment or breach of any covenant or agreement made by obligation of Parent or Merger Sub in this Agreement (including all schedules and exhibits heretothe covenants set forth in Section 4); (iii) any claim with respect activities of any Parent Company of the type described in Section 3.26 engaged in by such Parent Company prior to Taxes imposed on Target, Parent or Merger Sub for periods starting the day after the Closing Date Date; or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)," "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Stockholder Indemnitee for the portion purpose of enforcing any of its rights under this Section 8. For purposes of measuring the Damages suffered or incurred by the Stockholder Indemnitees pursuant to this Section 8.3, the Stockholders' percentage ownership in Parent Common Stock as of the Effective Time shall be multiplied by the actual damages to Parent relating to clauses (i), (ii) and (iii) above. Notwithstanding the foregoing, the maximum aggregate liability of Parent pursuant to this Section 8 (other than Damages determined by a court of competent jurisdiction in a proceeding from which no further appeal is permitted to be taken to have been primarily caused by fraud or intentional misrepresentation) shall not exceed $1,630,000. The Stockholders' Representatives shall give Parent prompt notice of the commencement of any period following such Legal Proceeding against the Closing Date Stockholders; provided, however, that any failure on the part of the Stockholders' Representatives to so notify Parent shall not limit any of the extent a period does not close on such date), obligations of Parent under this Section 8 (except to the extent such Taxes are attributable to a breach failure materially prejudices the defense of the representation set forth in Section 2.17; or (d) enforcing the indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification only through, and Parent shall be entitled to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of this ARTICLE VIIsuch Legal Proceeding).

Indemnification by Parent. Subject to the limitations set forth in this ARTICLE VIIArticle X, from and after the Effective Time, Parent (also an “Indemnifying Party”) agrees to indemnify and shall hold harmless and indemnify each of the Target Holders Stockholder Indemnitees from and their respective successors against, and assigns shall compensate and reimburse each of the Stockholder Indemnitees for, any Damages which are suffered or incurred by any of the Stockholder Indemnitees or to which any of the Stockholder Indemnitees may otherwise become subject (the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”regardless of whether or not such Damages relate to any third-party claim) against and in respect of any and all Damages based upon, arising out which arise from or as a result of, or otherwise in respect of, or which may be incurred by virtue of or result fromare connected with: (ia) the any misrepresentation in, inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub set forth in this Agreement (including all schedules and exhibits hereto) or any agreement, certificate or instrument furnished or to be furnished to the Company or the Stockholders' Agent pursuant hereto or in any certificate delivered by Parent or Merger Sub hereunderconnection with the transactions contemplated hereby; (iib) any non-fulfillment or breach of any covenant or agreement made by obligation of Parent or Merger Sub in this Agreement (including all schedules and exhibits heretothe covenants set forth in Article V); or (iiic) any claim with respect Legal Proceeding relating to Taxes imposed on Target, Parent any inaccuracy or Merger Sub for periods starting breach of the day after the Closing Date type referred to in clause (a) or (b) above (including any Legal Proceeding commenced by any Stockholder Indemnitee for the portion purpose of enforcing any period following the Closing Date of its rights under this Article X). Any amount of Damages required to be indemnified pursuant to this Section 10.3 shall be deemed, to the extent a period does permitted by law, an adjustment in the Merger Consideration. Any claims for indemnification pursuant to this Section 10.3 shall be made by the Stockholders' Agent on behalf of any Stockholder Indemnitee. The Stockholder Indemnitees may not close on such date), except to the extent such Taxes are attributable to a breach of the representation set forth in Section 2.17; or (d) enforcing the indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification pursuant to Section 10.3(a) (except for claims with respect to Sections 4.1, 4.2(a) and 4.4) until the aggregate Damages incurred by the Stockholder Indemnitees for which indemnification may be sought exceeds $750,000, at which point the Stockholder Indemnitees shall only through, and Parent shall be entitled to deal exclusively with, seek indemnification for the Stockholder Representative, and any claim for indemnification made directly amount by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of this ARTICLE VIIwhich such Damages exceed $750,000.

Indemnification by Parent. Subject From and after the Effective Time (but subject to the limitations set forth in this ARTICLE VIISection 8.1(a) and Section 8.4), Parent (also an “Indemnifying Party”) agrees to indemnify and shall hold harmless and indemnify each of the Target Holders Company Indemnitees from and their respective successors against, and assigns shall compensate and reimburse each of the Company Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Company Indemnitees or to which any of the Company Indemnitees may otherwise become subject (the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”regardless of whether or not such Damages relate to any third party claim) against and in respect of any and all Damages based upon, arising out which arise from or as a result of, or otherwise in respect of, are directly or which may be incurred by virtue of or result fromindirectly connected with: (i) the any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement (including all schedules and exhibits hereto) without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in any certificate delivered by Parent such representation or Merger Sub hereunderwarranty); (ii) any non-fulfillment inaccuracy in or breach of any covenant representation or agreement warranty made by Parent or Merger Sub in this Agreement (including all schedules without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and exhibits hereto)without giving effect to any update to the Parent Disclosure Schedule delivered by Parent to the Company prior to the Closing) as if such representation or warranty were made on and as of the Closing Date; (iii) any claim with respect to Taxes imposed on Target, breach of any covenant or obligation of Parent or Merger Sub for periods starting (including the day after the Closing Date (covenants of Parent or for the portion of any period following the Closing Date to the extent a period does not close on such date), except to the extent such Taxes are attributable to a breach of the representation Merger Sub set forth in Section 2.174); or (div) enforcing any Legal Proceeding relating to any inaccuracy or breach of the indemnification provided for hereunder. In connection with type referred to in clause "(i)," "(ii)" or "(iii)" above (including any exercise Legal Proceeding commenced by any Target Indemnified Person Parent Indemnitee for the purpose of enforcing any of its rights hereunder, it shall make any claim for indemnification only through, and Parent shall be entitled to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of under this ARTICLE VIISection 8).