Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. Subject to the other provisions of this ARTICLE 9, from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them harmless from and against, and reimburse and pay each of them as actually incurred with respect to, any and all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, “Losses”) as a result and to the extent arising out of: (i) any breach of any representations or warranties by the Company or any Stockholder; and (ii) any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereof.

Indemnification by Stockholders. Subject to the other provisions of this ARTICLE 9, from (a) From and after the ClosingEffective Time (but subject to Section 8.1(a), this Section 8.2, Section 8.4 and Section 9.11), the Stockholders (the “Stockholders Indemnifying Party”)Stockholders, severally jointly and not jointlyseverally, shall hold harmless and indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them harmless Parent Indemnitees from and against, and shall compensate and reimburse and pay each of them as actually incurred with respect tothe Parent Indemnitees for, any and all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, Damages which are directly or indirectly suffered or paid incurred by them any of the Parent Indemnitees or to which any of the Parent Indemnitees become subject (collectively, “Losses”regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result and to the extent arising out of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representations representation or warranties warranty set forth in Section 2 or in any certificate delivered at Closing by an officer of the Company (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 Company Disclosure Schedule and any update thereto delivered by the Company or any Stockholderto Parent prior to the Closing); and (ii) any breach by of any covenant or obligation of the Company or (including the covenants set forth in Section 4); (iii) any Stockholder activities of any Acquired Company of its covenants or agreements contained the type described in this Agreement that are required to be performed Section 2.22 engaged in by such Acquired Company prior to the Closing Date or; (“JAC Indemnifiable Claims”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 Parent Indemnitee for the purpose of enforcing any of its rights under this Section 8 or the Escrow Agreement). The JAC Indemnified Parties shall not be entitled Notwithstanding the foregoing, the Parent Indemnitees' sole recourse for any Damages with respect to which indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) is sought under this ARTICLE 9 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 be to the Escrow Amount. In no event shall a Stockholder's liability for any Damages with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate which indemnification is sought be in excess of all such Stockholder's pro rata amount of the Indemnifying Party’s obligations Escrow Amount and no Stockholder shall have any personal liability for any Damages except with respect to indemnify 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 or intentional breach by the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereofCompany.

Indemnification by Stockholders. Subject to the other provisions of this ARTICLE 9The Stockholders, from jointly and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointlyseverally, shall indemnify JACand defend Purchaser and its Affiliates (including Marquis and Live) and their respective Representatives (collectively, the “Purchaser Indemnitees”) from and against, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and shall hold each of them harmless from and against, and shall pay and reimburse and pay each of them as actually for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to, or by reason of (a) any inaccuracy in or breach of the representations and all losseswarranties set forth in Section 4 or in any certificate delivered by Stockholders pursuant to this Agreement (other than in respect of Section 4.15, liabilitiesit being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Section 8.05); (b) any breach or non-fulfillment of any covenant, obligationsagreement, damagesor obligation to be performed by Sellers pursuant to this Agreement (excluding (i) covenants, deficienciesagreements, actionsand obligations to be performed by Marquis after the Closing and (ii) any covenant, suitsagreement, proceedingsor obligation in Section 8.05, demandsit being understood that the sole remedy for any such breach, assessmentsviolation, judgmentsor failure shall be pursuant to Section 8.05); or (c) any Liability not reflected on the Closing Date Balance Sheet; subject to the following terms and conditions, penaltiesas applicable. Any such Losses shall be limited to the amount thereof that remains after deducting therefrom (i) any Tax Benefits actually realized and to the extent utilized by Purchaser Indemnitees in the computation of their taxable income in the year of the Loss and the first two (2) subsequent years following the year of the Loss and (ii) any insurance proceeds actually received by the Purchaser Indemnitee in respect of any such claim, diminutions in value, lost earnings, less any related costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, “Losses”) as a result and to the extent arising out of: (i) any breach of any representations or warranties by the Company or any Stockholder; and (ii) any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate cost of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), pursuing any related insurance claims and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth any related increases in Section 9.3 hereofinsurance premiums or other chargebacks.

Indemnification by Stockholders. Subject to (a) The Stockholders holding Non-Plan Shares and the other provisions of this ARTICLE 9, Optionholders hereby agree that from and after the ClosingClosing they shall jointly and severally indemnify, the Stockholders defend and hold harmless Parent, Surviving Corporation and their Affiliates and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Stockholders Indemnifying Party”Parent Indemnified Parties” and, collectively with Seller Indemnified Parties (as defined in Section 9.3(a), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) from, against and hold each in respect of them harmless from and against, and reimburse and pay each of them as actually incurred with respect to, any and all losses, liabilitiescharges, obligationsLiabilities, damagesclaims, deficienciesdemands, actions, suits, proceedings, demandspayments, judgments, settlements, assessments, judgmentsdeficiencies, Taxes, interest, penalties, diminutions in value, lost earnings, and costs and expensesexpenses (including removal costs, including remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable attorneys’ fees fees, and costs of investigation, suffered or paid by them reasonable out-of-pocket disbursements) (collectively, “Losses”) as a result and to imposed on, sustained, incurred or suffered by, or asserted against, any of Parent Indemnified Parties, whether in respect of third party claims, claims between the extent parties hereto, or otherwise, directly or indirectly relating to, arising out of: of or resulting from (i) subject to Section 9.2(b), any breach or inaccuracy of any representation or warranty made by the Principal Stockholders or Phoenix set forth in this Agreement or any document delivered pursuant to this Agreement; it being understood that for purposes of this Section 9.2(a) any qualifications as to materiality or Material Adverse Effect shall be disregarded for purposes of determining whether such representation or warranty was breached and the Losses in connection therewith; (ii) any breach of any representations covenant or warranties by agreement of the Company Principal Stockholders or any Stockholder; and (ii) any breach by the Company or any Stockholder of any of its covenants or agreements Phoenix contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than before or, with respect to JAC Indemnifiable Claims under clauses (ii) or the Principal Stockholders only, after the Closing Date; (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations matters set forth in Section 9.3 hereof9.2(a)(iii) of the Disclosure Schedule; (iv) the exercise by Dissenting Stockholders of appraisal rights with respect to the Merger pursuant to Section 262 of the DGCL, including all costs and expenses incurred by a Parent Indemnified Party directly or indirectly relating to, arising out of or resulting from the exercise by Dissenting Stockholders of their rights to require an appraisal of their Dissenting Shares, and any amounts in excess of the Share Consideration paid by a Parent Indemnified Party to a Dissenting Stockholder; (v) those certain Executive Employment Agreements entered into by the Company with each of Xxxxx XxXxxxx, Xxxxxx Xxxxxxxxx and Xxxx Xxxxxxx in excess of the amounts deducted under the calculation of the Purchase Price; (vi) the matters set forth in Section 9.2(a)(vi) of the Disclosure Schedule and (vii) the matter set forth in Section 9.2(a)(vii) of the Disclosure Schedule.

Indemnification by Stockholders. Subject Regardless of any pre-Closing investigations, examinations or prior knowledge of Buyer or due diligence conducted by it or disclosure by Company or the Stockholders, the Stockholders, severally and not jointly and severally, hereby agree to indemnify and hold Buyer and its affiliates, together with their respective directors, officers, employees, managers, agents, advisors, and transferees, harmless from, against and with respect to any and all demands, claims, actions or causes of action, assessments, liabilities, losses, costs, damages, penalties, charges or expenses, including without limitation interest, penalties and reasonable counsel and accountants' fees, disbursements and expenses (collectively, "LOSSES") arising out of, or related to: (a) any breach of any representation, warranty, covenant or agreement made by Company or the Stockholders in this Agreement, including the Schedules and exhibits hereto or any other document or agreement delivered by or on behalf of Company or the Stockholders in connection therewith, (b) without limiting the foregoing in paragraph (a) of this Section 8.2 above, any Losses of Buyer or its affiliates that arise with respect to or relate to any period(s) from the date of this Agreement through and immediately before the Closing in connection with Company's acts or omissions or the operation of the Business (without 32 37 limiting the other provisions of this ARTICLE 9Section 8.2, from other than Losses that arise as a result of the performance by Company and after Stockholders of their obligations under Article IV of this Agreement during such period or that are described in clause (i) of the Closingdefinition of Excluded Losses), (c) the cancellation or termination of or the lack of performance under the Frexxxx Xxc Agreement (the "FREXXXX XXC INDEMNITY"), (d) the Experian Agreement (the "EXPERIAN INDEMNITY"), (e) any amounts paid to stockholders for each Dissenting Share in excess of the Closing Date Consideration Per Share Amount (the "DISSENTING SHARES INDEMNITY") or (f) any Losses of Buyer of its affiliates that arise with respect to claims or actions by third parties against Buyer, its affiliates or Surviving Corporation relating to the inability of Surviving Corporation to provide to such third party any 3-bureau merged report product or service required to be provided pursuant to any agreement between Company and such third party. Except as otherwise provided herein, the Stockholders liability of each Stockholder under this Section 8.2 shall not exceed thirty percent (30%) of the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each the value of its Affiliates and each the consideration payable to such Stockholder pursuant to Section 1.4 above or fifty percent (50%) of its respective Representatives, and successors and assignsthe value of the consideration payable to such Stockholder pursuant to Section 1.4 above, as the case may be (be, consistent with the “JAC Indemnified Parties”) and hold each of them harmless from and against, and reimburse and pay each of them as actually incurred with respect to, any and all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, “Losses”) as a result and to the extent arising out of: (i) any breach of any representations or warranties by the Company or any Stockholder; and (ii) any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations percentages set forth in Section 9.3 hereof8.1(c) above, plus a fraction of the consideration payable to the other stockholders of Company pursuant to Section 1.4 above, the numerator of which is the total number of shares of Company Capital Stock held by such Stockholder, and the denominator of which is the total number of shares of Company Capital Stock held by all Stockholders.

Indemnification by Stockholders. Subject to the limitations of Section 11.11, the Stockholders shall jointly and severally indemnify, defend and hold harmless Clarant, Newco, the Company, and the Surviving Corporation and their respective officers, directors, employees, agents, representatives and Affiliates (other provisions of this ARTICLE 9than the Stockholders) (each, a "Clarant Indemnified Party"), at all times from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them this Agreement harmless from and against, and promptly pay to a Clarant Indemnified Party or reimburse and pay each of them as actually incurred with respect toa Clarant Indemnified Party for, any and all losses, liabilities, obligations, damagesdeficiencies, deficienciesdemands, claims, suits, actions, suits, proceedings, demandsor causes of action, assessments, judgmentslosses, costs, expenses, filing fees, interest, fines, penalties, diminutions or damages or costs or expenses of any and all investigations, proceedings (including appeals, arbitration and mediation), judgments, environmental analyses, remediations, settlements and compromises (in value, lost earnings, costs and expenses, including cluding reasonable attorneys’ fees and costs expenses of investigationattorneys, suffered or paid by them accountants and other experts) (individually and collectively, “the "Losses”") as a result and to the extent sustained or incurred by any Clarant Indemnified Party resulting from, or arising out of: of (ia) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any representations covenant or warranties agreement on the part of the Stockholders or the Company under this Agreement, (c) any liability under the 1933 Act, the 1934 Act, or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to Clarant or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) contained in the Registration Statement or any Stockholderprospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, (d) any Claim or Action arising out of or relating to any purchase or redemption of Company Stock, Convertible Securities or Options by the Company prior to the date of this Agreement, (e) except to the extent reserved for (other than as a deferred Tax item) on the most recent financial statements provided pursuant to Section 7.9, or if no such financial statements are provided, the Company Financial Statements dated as of the Balance Sheet Date, any liability of the Company or any Subsidiary for Taxes for any Pre-Closing Period; or (f) any matter identified on SCHEDULE 11.1(f): provided, however, (i) that in the case of any indemnity arising pursuant to clause (c) such indemnity shall not inure to the benefit of Clarant, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided in writing corrected information to Clarant counsel and to Clarant for inclusion in the final prospectus, and such information was not so included or properly delivered, and (ii) that no Stockholder shall be liable for any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties obligation pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject Section 11.1 to the limitations set forth in Section 9.3 hereofextent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder.

Indemnification by Stockholders. (a) Subject to the other provisions limitations of this ARTICLE 9Section 9.2(b) hereof, from holders of Company Capital Stock and after Qualified Warrants immediately prior to the ClosingEffective Time shall indemnify in full Parent, the Stockholders Company and their respective officers, directors, employees, agents, shareholders, stockholders and subsidiaries (collectively, the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Parent Indemnified Parties”) and hold each of them harmless from and againstagainst any claim, and reimburse and pay each of them as demand, loss, liability, obligation, deficiency, action, damage, expense or cost (including reasonable legal expenses), whether or not actually incurred with respect to, any and all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, collectively “Losses”) ), which the Parent Indemnified Parties suffer, sustain or become subject to as a result and to the extent arising out of: of (i) any inaccuracy or misrepresentation in or breach of any of the representations or and warranties by of the Company contained in this Agreement or any Stockholder; and in the Disclosure Schedule or closing certificates delivered or to be delivered by or on behalf of the Company pursuant to the terms of this Agreement (collectively, the “Related Documents”), (ii) any breach by of, or failure to perform, any covenant of the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed or any of the Related Documents, (iii) all Taxes of the Company and the Tax Affiliates for all taxable periods ending on or prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 portion through the end of the Closing Date (other than determined with respect to JAC Indemnifiable periodic Taxes not based on income or receipts (e.g. property taxes) based on the proportional number of days in the relevant period and with respect to income Taxes based on a closing of the books) for any taxable period that includes (but does not end on) the Closing Date, (iv) any Claims (as defined in Section 9.5(a) hereof) or threatened Claims against any Parent Indemnified Party arising out of the actions or inactions of the Company with respect to the Company’s business or the Real Property prior to the Closing Date, (v) the failure of the Company to obtain, prior to the Effective Time, the consent of any holder of a Company Option or a Company Warrant to the treatment of such Company Option or Company Warrant as contemplated by Section 2.4 of this Agreement, (vi) any matter described under clauses (iithe heading “Specific Patent Issues” in Section 3.14(b) of the Disclosure Schedule which is specifically identified as covered by this Section 9.2(a)(vi) or (iiivii) abovethe matters described on Schedule 7.2(l) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 hereto (collectively, the “BasketParent Losses”), provided, however, that any indemnification for Parent Losses for matters described in Sections 9.2(a)(v)-(vii) hereof shall be subject to the same provisions and once conditions of this threshold has been exceededArticle IX as if such matters were brought under Section 9.2(a)(i) hereof; provided, further that Parent Losses shall not include any amount for “punitive”, “consequential” or “special damages” or damages for “lost profits” except to the Indemnifying extent that (x) a Claim alleges such forms of damages, (y) a Parent Indemnified Party shall indemnify is deemed responsible therefor pursuant to such Claim and (z) the JAC responsible Parent Indemnified Party incurs Losses as a result thereof. The calculation of any such Parent Loss will reflect (A) the amount of any Tax benefit actually recognized by the Parent Indemnified Parties for all the United States federal and state income Tax purposes in the year in which such Parent Loss is suffered or incurred and which is determined by the applicably Parent Indemnified Party’s Tax Return preparers to be without material risk of being disallowed upon audit and (B) the amount of any insurance proceeds received by the Parent Indemnified Party in respect of such obligationsParent Loss. For purposes of (A) above, subject a Tax benefit is “actually realized” if it can be utilized to reduce such Parent Indemnified Party’s Tax liability with respect to the limitations set forth Tax year in which the Parent loss is suffered or incurred, and, for the avoidance of doubt, the mere incurring or increase in a capital or net operating loss or similar Tax asset, without a resulting reduction in Tax in that year, will not be deemed a Tax benefit for purposes of this provisions. The indemnification provided by this Section 9.3 hereof9.2(a) shall be satisfied solely from the Escrow Amount.

Indemnification by Stockholders. Subject Each Stockholder hereby agrees, jointly and severally, to the other provisions of this ARTICLE 9indemnify, from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) defend and hold each of them the Parent and the Merger Sub and their officers, directors, employees, owners, agents and Affiliates, harmless from and against, and reimburse and pay each in respect of them as actually incurred with respect to, any and all losses, liabilities, obligations, damages, deficienciescosts and expenses of any kind and nature whatsoever (including, without limitation, interest and penalties, reasonable expenses of investigation and court costs, reasonable attorneys' fees and disbursements and the reasonable fees and disbursements of other professionals) which may be sustained or suffered by any of them (collectively, "Losses"), arising out of or resulting from (i) any breach or inaccuracy of any representation or warranty or the breach of or failure to perform any warranty, covenant, undertaking or other agreement of the Company or any Stockholder contained in this Agreement or any other Merger Document; (ii) fraud or intentional misrepresentation on the part of the Company or any Stockholder; (iii) any Taxes required to be paid, indemnified or reimbursed by the Company or the Stockholders pursuant to Section 10.11; (iv) any and all Claims by any Person subsequent to the date hereof relating to the single share described in Schedule 3.3; (v) the failure by the Company to obtain a favorable determination letter from the Internal Revenue Service for its ShopRite of Xxxxxxxxxx, Inc. Savings and Investment Plan ("401k Plan); (vi) any event or circumstance which is specified as entitling Parent or Merger Sub to indemnification under the Indemnity Agreement and is not otherwise paid thereunder (subject, however, to all applicable limits on maximum liability set forth in such Indemnity Agreement; and/or (vii) any and all actions, suits, investigations, proceedings, demands, assessments, judgmentsaudits, penalties, diminutions in value, lost earnings, costs judgments and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, “Losses”) as a result and to the extent claims arising out of: (i) any breach of any representations or warranties by the Company or any Stockholder; and (ii) any breach by the Company or any Stockholder of any of its covenants or agreements contained the foregoing. In furtherance of the rights described in this Agreement that are required Section 8.2, the Parent and the Merger Sub shall have the right to be performed prior reimbursed from the Escrow Accounts established pursuant to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC Section 2.10 hereof and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereofEscrow Agreements.

Indemnification by Stockholders. Subject Except as provided in Section ------------------------------- ------- 8.6, Stockholders agree to jointly and severally indemnify and hold harmless --- Empyrean Holdings and the Company and each officer, director, and Affiliate of Empyrean Holdings and the Company, including without limitation any successor of the Company that is an Affiliate of Empyrean Holdings and any of the Company's or Emyrean Holdings' lenders as provided in Section 10.5 hereof (collectively, ------------ the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Indemnifiable Costs"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by Stockholders (as such, but severally and not jointly in any other role, e.g., as an employee under any employment agreement after the date hereof), Invisions Group or the Company of or under any of the representations, covenants, agreements or other provisions of this ARTICLE 9Agreement or any agreement or document executed in connection herewith; provided, from however, that Indemnifiable Costs for covenants with respect to the Company shall be with respect to pre-Closing periods only; (B) any downward Net Working Capital Adjustment not paid to the Company pursuant to a reduction of the Escrow Sum; (C) cost of any brokerage or other transaction fees liability, if any, borne by the Company and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally Invisions Group and not jointlyby Stockholders except as provided in Section 10.4 hereof; (D) any customer claims involving ------------ pre-Closing services or products of the Company for breach of warranty, shall indemnify JACproduct liability or customer service remediation, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them harmless from and against, and reimburse and pay each of them as actually incurred with respect to, any and all losses, liabilities, obligations, including claims for consequential damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, “Losses”) as a result and to the extent arising out of: not reserved for in the Company's Financial Statements and (iE) any breach failure of the Company to obtain any landlord consents to the Acquisition contemplated hereby required under the terms of any representations or warranties by the Company or any Stockholder; and (ii) any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all leases of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereofCompany's real property.

Indemnification by Stockholders. Subject to consummation of the other Closing and the further provisions of this ARTICLE 9Section 10.1, from Stockholders hereby severally (in proportion to their share ownership in MJA)agree to indemnify and after the Closinghold Westower, its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC "Westower Indemnified Parties”") and hold each of them harmless from and againstagainst and with respect to any Damages to any Westower Indemnified Parties as hereinafter defined, provided that: (a) the Stockholders have received notice from Westower of a claim for indemnification under this Section with respect to the matters covered by Section 3.7 prior to the expiration of the applicable statute of limitations with respect to such matters, and reimburse and pay each (b) the Stockholders have received notice from Westower of them as actually incurred a claim for indemnification under Section 10.2 with respect toto all other matters within one (1) year from the Closing Date. The term "Damages," as used herein, shall include any claim, action, loss, cost, expense, liability, penalty or interest or damage, including, -45- without limitation, reasonable counsel fees, and all losses, liabilities, obligations, damages, deficiencies, reasonable costs and expenses of all actions, suits, proceedings, demands, assessments, judgmentsclaims and judgments resulting from, penaltiesoccurring in connection with, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, “Losses”) as a result and to the extent arising out of: (i) of any breach of any representations representation, warranty or warranties covenant by any of the Stockholders made in the Agreement or in any of the Stockholders' Closing Documents. Notwithstanding anything to the contrary set forth in this Article X, indemnification of the Westower Indemnified Parties by the Company Stockholders shall in excess of the aggregate for any amounts in excess Ten Million U.S. Dollars ($10,000,000) plus attorneys' fees and other cost included in Damages. Notwithstanding anything to the contrary set forth in this Agreement, with respect to claims for indemnification pursuant to this Section 10.1, Westower Indemnified Parties will not be entitled to any indemnification, defense or holding harmless, from the Stockholders, and the Stockholders will not be required to indemnify, defend or hold harmless any Stockholder; of the Westower Indemnified Parties, for any Damages unless and until, and only to the extent that, such claims exceed Two Hundred Fifty Thousand U.S. Dollars ($250,000) in the aggregate, at which time the Stockholders shall be liable for all such Damages including the first $250,000. The representations and warranties of the Stockholders and MJA herein contained shall survive the Closing (y) with respect to matters covered by Section 3.7 of this Agreement, solely for the period ending on the expiration of the applicable statutes or limitations, and (iiz) with respect to all other representations and warranties contained in Article III and IV of this Agreement, solely for a period of one (1) year from the Closing Date. The rights of the Westower Indemnified Parties under this Article X shall be their exclusive remedy with respect to any breach claim for Damages; provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by the Company or any Stockholder party to this Agreement of any of its covenants rights or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted remedies arising by the JAC Representative on behalf reason of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate any claim of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereoffraud.

Indemnification by Stockholders. Subject to The Stockholders shall jointly and severally indemnify, defend and hold harmless Clarant, Newco, the Company, and the Surviving Corporation and their respective officers, directors, employees, agents, representatives and Affiliates (other provisions of this ARTICLE 9than the Stockholders) (each, a "Clarant Indemnified Party"), at all times from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them this Agreement harmless from and against, and promptly pay to a Clarant Indemnified Party or reimburse and pay each of them as actually incurred with respect toa Clarant Indemnified Party for, any and all losses, liabilities, obligations, damagesdeficiencies, deficienciesdemands, claims, suits, actions, suits, proceedings, demandsor causes of action, assessments, judgmentslosses, costs, expenses, filing fees, interest, fines, penalties, diminutions in valueor damages or costs or expenses of any and all investigations, lost earningsproceedings (including appeals, costs arbitration and expensesmediation), judgments, environ mental analyses, remediations, settlements and compromises (including reasonable attorneys’ fees and costs expenses of investigationattorneys, suffered or paid by them accountants and other experts) (individually and collectively, “the "Losses”") as a result and to the extent sustained or incurred by any Clarant Indemnified Party resulting from or arising out of: of (ia) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any representations covenant or warranties agreement on the part of the Stockholders or the Company under this Agreement, (c) any liability under the 1933 Act, the 1934 Act, or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to Clarant or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) contained in the Registration Statement or any Stockholder; and prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, (iid) any breach Claim or Action arising out of or relating to any purchase or redemption of Company Stock, Convertible Securities or Options by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date date of this Agreement; (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled e) except to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 extent reserved for (other than with respect to JAC Indemnifiable Claims under clauses (iias a deferred Tax item) or (iii) above) unless on the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties most recent financial statements provided pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereof.52

Indemnification by Stockholders. Subject to the limitations of Section 11.11, the Stockholders shall jointly and severally indemnify, defend and hold harmless Clarant, Newco, the Company, and the Surviving Corporation and their respective officers, directors, employees, agents, representatives and Affiliates (other provisions of this ARTICLE 9than the Stockholders) (each, a "Clarant Indemnified Party"), at all times from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them this Agreement harmless from and against, and promptly pay to a Clarant Indemnified Party or reimburse and pay each of them as actually incurred with respect toa Clarant Indemnified Party for, any and all losses, liabilities, obligations, damagesdeficiencies, deficienciesdemands, claims, suits, actions, suits, proceedings, demandsor causes of action, assessments, judgmentslosses, costs, expenses, filing fees, interest, fines, penalties, diminutions or damages or costs or expenses of any and all investigations, proceedings (in- cluding appeals, arbitration and mediation), judgments, environmental analyses, remediations, settlements and compromises (in value, lost earnings, costs and expenses, including cluding reasonable attorneys’ fees and costs expenses of investigationattorneys, suffered or paid by them accountants and other experts) (individually and collectively, “the "Losses”") as a result and to the extent sustained or incurred by any Clarant Indemnified Party resulting from or arising out of: of (ia) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any representations covenant or warranties agreement on the part of the Stockholders or the Company under this Agreement, (c) any liability under the 1933 Act, the 1934 Act, or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to Clarant or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) contained in the Registration Statement or any Stockholderprospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, (d) any Claim or Action arising out of or relating to any purchase or redemption of Company Stock, Convertible Securities or Options by the Company prior to the date of this Agreement, (e) except to the extent reserved for (other than as a deferred Tax item) on the most recent financial statements provided pursuant to Section 7.9, or if no such financial statements are provided, the Company Financial Statements dated as of the Balance Sheet Date, any liability of the Company or any Subsidiary for Taxes for any Pre-Closing Period; or (f) any matter identified on SCHEDULE 11.1(F); provided, however, (i) that in the case of any indemnity arising pursuant to clause (c) such indemnity shall not inure to the benefit of Clarant, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided in writing corrected information to Clarant counsel and to Clarant for inclusion in the final prospectus, and such information was not so included or properly delivered, and (ii) that no Stockholder shall be liable for any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties obligation pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject Section 11.1 to the limitations set forth in Section 9.3 hereofextent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder.

Indemnification by Stockholders. (a) Subject to the other provisions of this ARTICLE limitations set forth in Section 9, from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”)Stockholders, severally jointly and not jointlyseverally, shall hold harmless and indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them harmless Parent Indemnitees from and against, and reimburse and pay each against any Damages (regardless of them as actually incurred with respect to, whether such Damages relate to any and all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, “Losses”third party claim) as a result and to the extent arising out of: (i) any misrepresentation or breach of or default in connection with any representations of the representations, warranties, covenants and agreements given or warranties made by SRC or the Company Stockholders in this Agreement, the Disclosure Schedules or any Stockholderexhibit or schedule to this Agreement; and (ii) any breach noncompliance of SRC's 401(k) plan with ERISA or applicable law, including any liability arising from revocation of a favorable determination by the Company Internal Revenue Service of qualification under ss. 401(a) of the Code and cost of correction, including without limitation, legal fees, consulting fees, accounting fees, interest, penalties and additional contributions (except to the extent of any amounts accrued on the Unaudited Interim Balance Sheet as Other Accrued Liabilities); (iii) any alleged obligation of SRC or its Stockholders for investment banking or other fees arising from the sale of the Shares other than the investment banking fees payable to Granite Hill Advisors llc as disclosed on Schedule 4.27; (iv) any Stockholder Damages to SRC resulting from the failure to have the Deferred Compensation Trust administered in accordance with the trust documents; (v) any Legal Proceeding relating to any claim under clause "(i)", "(ii)", "(iii)" or "(iv)" above (including any Legal Proceeding commenced by any Parent Indemnitee for the purpose of enforcing any of its rights under this Section 9). Recovery under this Section 9 shall be the exclusive remedy under this Agreement for any claim for Damages arising out of any breach or default in connection with any of the representations, warranties, covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereofthis Agreement, the Disclosure Schedule or any exhibit or schedule to this Agreement; unless such breach or default is the result of willful misconduct or fraud on the part of the Stockholders.

Indemnification by Stockholders. Subject to Section 5.5, the other provisions of this ARTICLE 9Stockholders agree to indemnify, defend and hold harmless Parent and Merger Subsidiary, and their respective directors, officers, employees, agents and Affiliates, from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them harmless from and against, and reimburse and pay each of them as actually incurred with respect to, against any and all lossesDamages asserted against, liabilitiesrelating to, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigationimposed upon, suffered or paid incurred by them (collectivelyParent, “Losses”) as a result Merger Subsidiary, or their respective officers, directors, employees, agents and Affiliates, in connection with enforcing their indemnification rights pursuant to the extent arising out of: this Section 5.2 by reason of or resulting from (i) any untrue representation of, or breach of any representations or warranties by warranty by, the Company or in any Stockholder; part of this Agreement, and (ii) any non-fulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (iii) any Product Liability Claim or other third party claim relating to the Company, whether presently in existence or arising hereafter from acts, events, conditions or circumstances existing or occurring on or before the Effective Time, regardless of whether such Product Liability Claim or third party claim arises out of or constitutes a breach by of any representation, warranty or covenant in this Agreement, (iv) any Liabilities for Taxes of the Company or any Stockholder of any of its covenants or agreements contained respective predecessor in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than interest with respect to JAC Indemnifiable Claims under clauses any Tax period or portion thereof ending on or before the Effective Time, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, (iiv) any incremental compensation Liabilities that are owed to employees, consultants or (iii) above) unless the aggregate of all other representatives and agents of the Indemnifying PartyCompany that arise out of or are related to any of the Contingent Merger Consideration, (vi) any Liabilities directly or indirectly arising out of, resulting from or in connection with the Company’s obligations Severance Benefit Plan and Retention Plan, (vii) any payments made to indemnify the JAC Indemnified Parties Dissenting Stockholders pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”)DGCL or CCC in excess of the Merger Consideration per share of Senior Stock held by Dissenting Stockholders, and once this threshold has been exceeded(viii) any tax, fee, or other like obligation in excess of USD $2,500.00 imposed by the Indemnifying Party shall indemnify hospital located in Guadalajara, Mexico that was used in the JAC Indemnified Parties for all of Company’s clinical trials as such obligations, subject to the limitations set forth is further described in Section 9.3 hereof2.7.c of the Disclosure Schedules to this Agreement.

Indemnification by Stockholders. Subject to the limitations of Section 11.11, the Stockholders shall jointly and severally indemnify, defend and hold harmless Clarant, Newco, the Company, and the Surviving Corporation and their respective officers, directors, employees, agents, representatives and Affiliates (other provisions of this ARTICLE 9than the Stockholders) (each, a "Clarant Indemnified Party"), at all times from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them this Agreement harmless from and against, and to promptly pay to a Clarant Indemnified Party or reimburse and pay each of them as actually incurred with respect toa Clarant Indemnified Party for, any and all losses, liabilities, obligations, damagesdeficiencies, deficienciesdemands, claims, suits, actions, suits, proceedings, demandsor causes of action, assessments, judgmentslosses, costs, expenses, filing fees, interest, fines, penalties, diminutions or damages or costs or expenses of any and all investigations, proceedings (including appeals, arbitration and mediation), judgments, environmental analyses, remediations, settlements and compromises (in value, lost earnings, costs and expenses, including cluding reasonable attorneys’ fees and costs expenses of investigationattorneys, suffered or paid by them accountants and other experts) (individually and collectively, “the "Losses”") as a result and to the extent sustained or incurred by any Clarant Indemnified Party, resulting from or arising out of: of (ia) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any representations covenant or warranties agreement on the part of the Stockholders or the Company under this Agreement, (c) any liability under the 1933 Act, the 1934 Act, or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to Clarant or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) contained in the Registration Statement or any Stockholderprospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, (d) any Claim or Action arising out of or relating to any purchase or redemption of Company Stock, Convertible Securities or Options by the Company prior to the date of this Agreement; (e) except to the extent reserved for (other than as a deferred Tax item) on the most recent financial statements provided pursuant to Section 7.9, or if no such financial statements are provided, the Company Financial Statements dated as of the Balance Sheet Date, any liability of the Company or any Subsidiary for Taxes for any Pre-Closing Period; or (f) any matter identified on SCHEDULE 11.1(f); provided, however, (i) that in the case of any indemnity arising pursuant to clause (c) such indemnity shall not inure to the benefit of Clarant, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided in writing corrected information to Clarant counsel and to Clarant for inclusion in the final prospectus, and such information was not so included or properly delivered, and (ii) that no Stockholder shall be liable for any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties obligation pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject Section 11.1 to the limitations set forth in Section 9.3 hereofextent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder.

Indemnification by Stockholders. Subject to the other provisions of limits set forth in this ARTICLE 9, from and after the ClosingArticle 8, the Stockholders and holders of Options shall severally in accordance with their Pro Rata Portion (the “Stockholders Indemnifying Party”as defined below), severally and not jointly, shall indemnify JACindemnify, defend and each of hold Purchaser and its Affiliates and each of its their respective Representativesstockholders, and partners, affiliates, officers, directors, employees, agents, successors and assignsassigns (Purchaser and such persons are collectively hereinafter referred to as "Purchaser Indemnified Persons"), as the case may be (the “JAC Indemnified Parties”) and hold each of them harmless from and against, and reimburse and pay each of them as actually incurred with respect to, against any and all losses, liabilities, obligations, damages, deficienciesclaims, actionsdiminution in value, suitsexpenses or deficiencies (including but not limited to interest, proceedingspenalties, demands, assessmentsfines, judgments, penalties, diminutions in value, lost earningssettlements, costs of preparation and investigation, costs incurred in enforcing this indemnity and reasonable attorneys' fees and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them ) (collectively, “"Losses”") as a result and that Purchaser Indemnified Persons may suffer, sustain, incur or become subject to the extent arising out ofof or due to: (i) any inaccuracy of any representation of NDC or the Stockholder Representative in this Agreement or in the NDC Disclosure Schedule and in any certificate delivered pursuant to the Escrow Agreement; (ii) the breach of any representations warranty of NDC or warranties by the Company Stockholder Representative in this Agreement or the NDC Disclosure Schedule and in any Stockholdercertificate delivered pursuant to the Escrow Agreement; (iii) the non-fulfillment of any covenant, agreement or other obligation of NDC under this Agreement; and (iiiv) any breach the indemnification provisions contained in the NDC/Asante Letter. A Stockholder's or Option holder's "Pro Rata Portion" shall be equal to the quotient obtained by dividing (x) the Company or any sum of the amount payable to such Stockholder pursuant to Section 2.5.2(a) of this Agreement plus the amount payable to such Option holder pursuant to Section 2.5.2(b) of this Agreement (which amount shall include the amount of any of its covenants or agreements contained in this Agreement that are required Option Withholding attributable to be performed prior to such Option) by (y) the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereofAggregate Payment Amount.

Indemnification by Stockholders. Subject to the other provisions of this ARTICLE 9Article IX, from Stockholders shall jointly and after the Closingseverally (except with respect to Claims arising out of Section 9.2(a) which shall be several and not joint) indemnify, defend and hold harmless Purchaser, its Affiliates, and their respective successors and assigns (collectively, the Stockholders (the “Stockholders Indemnifying PartyPurchaser Indemnified Parties”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them harmless from and against, and shall pay and reimburse and pay each of them as actually incurred with respect tofor, any and all losses, liabilities, obligations, damages, deficienciesclaims, actions, suits, proceedingsLegal Proceedings, demandslosses, costs, expenses, obligations, Taxes, liabilities, damages, judgments, assessments, judgmentsfines and awards (including, penaltieswithout limitation, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees (other than Excluded Attorneys Fees (as defined below)) and costs of investigationcourt costs) (but in all cases excluding any liabilities that are contingent, unmature, unknown, unfixed, inchoate, or indirect), actually incurred, sustained, or suffered or paid by them (collectively, “Losses”) as a result and to the extent by Purchaser arising out of: of or resulting from (ia) any breach of or violation of, inaccuracy or misrepresentation in any representations or warranties made by a Stockholder, or any failure by a Stockholder to perform any covenants, agreements or other obligations of such Stockholder made in this Agreement or in any certificate or other document or instrument required to be delivered by such Stockholder to Purchaser pursuant to this Agreement; (b) any breach or violation of, inaccuracy or misrepresentation in, any representations or warranties made by the Company, or any failure by the Company to perform any covenants, agreements or other obligations of the Company made in this Agreement or in any Stockholdercertificate or other document or instrument required to be delivered at Closing by the Company to Purchaser pursuant to this Agreement; (c) any violation by the Company prior to Closing of Environmental Laws or laws relating to Hazardous Substances; and (iid) any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior Taxes, to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth extent specified in Section 9.3 10.4(h) hereof.

Indemnification by Stockholders. Subject to the limitations of Section 11.11, the Stockholders shall jointly and severally indemnify, defend and hold harmless Clarant, Newco, the Company, and the Surviving Corporation and their respective officers, directors, employees, agents, representatives and Affiliates (other provisions of this ARTICLE 9than the Stockholders) (each, a "Clarant Indemnified Party"), at all times from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them this Agreement harmless from and against, and promptly pay to a Clarant Indemnified Party or reimburse and pay each of them as actually incurred with respect toa Clarant Indemnified Party for, any and all losses, liabilities, obligations, damagesdeficiencies, deficienciesdemands, claims, suits, actions, suits, proceedings, demandsor causes of action, assessments, judgmentslosses, costs, expenses, filing fees, interest, fines, penalties, diminutions in valueor damages or costs or expenses of any and all investigations, lost earningsproceedings (including appeals, costs arbitration and expensesmediation), judgments, environmental analyses, remediations, settlements and compromises (including reasonable attorneys’ fees and costs expenses of investigationattorneys, suffered or paid by them accountants and other experts) (individually and collectively, “the "Losses”") as a result and to the extent sustained or incurred by any Clarant Indemnified Party resulting from or arising out of: of (ia) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any representations covenant or warranties agreement on the part of the Stockholders or the Company under this Agreement, (c) any liability under the 1933 Act, the 1934 Act, or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to Clarant or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) contained in the Registration Statement or any Stockholderprospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, (d) any Claim or Action arising out of or relating to any purchase or redemption of Company Stock, Convertible Securities or Options by the Company prior to the date of this Agreement; (e) except to the extent reserved for (other than as a deferred Tax item) on the most recent financial statements provided pursuant to Section 7.9, or if no such financial statements are provided, the Company Financial Statements dated as of the Balance Sheet Date, any liability of the Company or any Subsidiary for Taxes for any Pre-Closing Period; or (f) any matter identified on SCHEDULE 11.1(F); provided, however, (i) that in the case of any indemnity arising pursuant to clause (c) such indemnity shall not inure to the benefit of Clarant, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided in writing corrected information to Clarant counsel and to Clarant for inclusion in the final prospectus, and such information was not so included or properly delivered, and (ii) that no Stockholder shall be liable for any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties obligation pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject Section 11.1 to the limitations set forth in Section 9.3 hereofextent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder.

Indemnification by Stockholders. Subject to the other provisions of this ARTICLE 9, from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally jointly and not jointlyseverally, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them harmless from and against, and reimburse and pay each of them as actually incurred with respect to, any and all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, “Losses”) as a result and to the extent of a Third Party Claim arising out of: (i) any breach of any representations or warranties by the Company or any an Stockholder; and (ii) any breach by the Company or any an Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereof.

Indemnification by Stockholders. (a) Subject to the other provisions of this ARTICLE 9, from and after the ClosingArticle X, the Stockholders (the “Stockholders Indemnifying Party”)Stockholders, severally jointly and not jointlyseverally, shall hereby agree to indemnify JACand hold Cordant and its Affiliates, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them assigns harmless from and against, and reimburse and pay each of them as actually incurred with respect to, against any and all lossesclaims, demands, orders, allegations, actions, damages, liabilities, obligationsincluding liabilities arising under principles of strict or joint and several liability, damagesliens, deficiencieslosses or other obligations whatsoever, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, together with costs and expenses, including reasonable attorneys’ fees and costs disbursements of investigation, suffered or paid by them counsel and expenses of investigation (collectively, “Losses”) as a result and to the extent "LOSSES"), arising out of: , based upon or caused by (i) the inaccuracy of any representation or the breach of any representations warranty of the Stockholders contained in this Agreement or warranties in any agreement, certificate or other instrument delivered by the Company Stockholders pursuant to this Agreement, or any Stockholder; and (ii) any breach or nonperformance by the Company or any Stockholder Stockholders of any of its their covenants or agreements contained in this Agreement that are required or in any agreement, certificate or other instrument delivered by the Stockholders pursuant to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties this Agreement; PROVIDED, HOWEVER, Cordant and its Affiliates, Representatives, successors and assigns shall not be entitled to indemnification under Section 10.2(a)(i) or Section 10.2(a)(ii) only if and to the extent the aggregate amount of all Losses indemnified against under (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties1) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (iiSection 10.2(a)(i) or (iii2) aboveSection 10.2(a)(ii) unless due to a breach of Section 6.5, exceed $500,000, and in no event shall such indemnification exceed in the aggregate of all $5,000,000; PROVIDED, FURTHER, that the limitation set forth in this Section 10.2(a) shall not apply to a breach by the Stockholders of the Indemnifying Party’s obligations representations and warranties contained in Section 4.3. Notwithstanding the foregoing, any indemnification relating to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”A) Taxes or Section 3.22 shall be governed solely by Section 10.6 and (B) Environmental Laws, Environmental Conditions, Hazardous Materials or Section 3.27 shall be governed solely by Section 10.2(b), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all accordingly no claims may be made in respect of such obligations, subject to matters or the limitations representations and warranties set forth in such sections under this Section 9.3 hereof10.2(a). An indemnified party shall not have the right to indemnification under this Section 10.2(a) for a breach of the third sentence of Section 3.8(b) unless Cordant or the Companies first exhaust their remedies, including through litigation, to recover their Losses from the issuer of the applicable Title Policy. Any amounts for which indemnification is provided pursuant to Section 10.2(a)(i) as a result of a breach of the third sentence of Section 3.8(b) shall be net of any amounts recovered under such Title Policy.