Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.

Indemnification of Buyer. Subject to the provisions of this Except as provided in Section 4.78.5, the Company will each Seller, individually and not joint and severally, shall indemnify and hold the harmless Global and Buyer and its directorseach officer, officersdirector and affiliate of Global and Buyer, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title including without limitation the Company or any other title), each Person who controls the Buyer (within the meaning of Section 15 successor of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons Company (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) harmless from and against any and all damages, losses, claims, liabilities, obligationsdemands, claimscharges, contingenciessuits, damagespenalties, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs expenses incurred in investigating and preparing for any litigation or proceeding) other than consequential, special and indirect damages (collectively, the “Indemnifiable Costs”), which any of investigation that any the Buyer Party may suffer Indemnified Parties sustains, or incur to which any of the Buyer Indemnified Parties is subjected, arising out of any misrepresentation or breach by such Seller under any of the individual representations in Sections 3.1 and 3.9(a), (d) and (e), covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith with respect to such Seller (collectively, the “Individual Obligations”). Except as provided in Section 8.5, the Parent and the Sellers, jointly and severally shall indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Indemnifiable Costs which any of the Buyer Indemnified Parties sustains, or to which any of the Buyer Indemnified Parties is subjected, arising out of (A) any misrepresentations or breach by the Company (and not with respect to a result particular member of Parent) of or relating to (a) any breach of under any of the representations, warrantiescovenants, covenants conditions, agreements or agreements made by the Company in other provisions of this Agreement or any Transaction Document executed in the other Transaction Documents or connection herewith; (bB) any action instituted liability against the Buyer, Companies or any of its Affiliates, by the Buyer Indemnified Parties to (i) any stockholder other party to a Dealer Agreement or (ii) any party to an equipment leasing arrangement with a leasing company (other than the DLL Leasing Agreement or any related agreement with DLL or other agreement with DLL listed on Schedule 3.9 or 3.14) or one of the Company who is not an Affiliate of Companies’ customers for claims by such other party involving the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents any such agreement or any agreements or understandings the Buyer may have Requirements of Laws in connection with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except agreement; to the extent that not listed on Schedule 3.18, based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only (i) if the employment thereof has been specifically authorized primary claim of any such dispute or litigation with such other party to a Dealer Agreement or an equipment leasing agreement is the breach of any such agreement or any Requirements of Laws in connection with any such agreement prior to the Closing by the Company in writing, Companies (iii.e. not primarily based on circumstances affecting the relationship with such third party after the Closing) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extentextent it should have been, but was not, reserved for or reflected in the Financial Statements; (C) any obligation or uncollected amounts actually due by the Companies pursuant to a recourse lease or guaranty entered into by the Company or the Sellers on or prior to the Closing Date, whether or not disclosed on the Disclosure Schedules, but only to the extent that a lossnot reserved for or reflected in the Financial Statements or the final and binding Closing Statement Review in accordance with GAAP, claim, damage or (D) any claims or liability is attributable to any Buyer Party’s breach against the Company, whether known at the time of any signing of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or not, assessed for periods prior to the Closing by any Governmental Body or representative thereof for Unclaimed Property except as reserved for or reflected in the Financial Statements. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, concurrent, active or passive) or other Transaction Documentsfault or strict liability on the part of the Buyer.

Indemnification of Buyer. Subject In consideration of the Buyer’s execution and delivery of the Transaction Documents and the acquisition of the OP Units hereunder and in addition to all of the provisions of this Section 4.7Seller’s other obligations under the Transaction Documents, the Company will and the Seller shall, jointly and severally, defend, protect, indemnify and hold harmless the Buyer and all of its directors, officers, shareholdersaffiliates, members, partners, employees officers, trustees and agents (employees, and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act foregoing person’s agents or other representatives (collectively, the “Buyer Indemnitees”) from and Section 20 against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the Exchange Actaction for which indemnification hereunder is sought), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur Indemnitee’s choice and disbursements (the “Buyer Indemnified Liabilities”), incurred by any Buyer Indemnitee as a result of of, or arising out of, or relating to (a1) any a breach of any of the representations, warranties or covenants made by the Company or the Seller herein, or (2) any cause of action, suit or claim brought or made against such Buyer Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement, other than with respect to Buyer Indemnified Liabilities which directly and primarily result from (A) a breach of any of such Buyer’s representations and warranties, covenants or agreements made by the Company in this Agreement or in (B) the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, bad faith, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses malfeasance of such counsel shall be at the expense of the Buyer Party except to Indemnitee or any other Buyer Indemnitee. To the extent that (i) the employment thereof has been specifically authorized foregoing undertaking by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position Seller may be unenforceable for any reason, the Company and the Seller shall make the maximum contribution to the payment and satisfaction of each of the Buyer PartyIndemnified Liabilities which is permissible under applicable law; provided, in which case the Company however, that no Buyer Indemnitee shall be responsible entitled to indemnification for special, consequential (including lost profits or diminution in value) or punitive damages. Notwithstanding anything to the reasonable fees and expenses contrary, consequential damages shall be deemed not to include diminution in value of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement the OP Units, which is specifically excluded from damages covered by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsIndemnified Liabilities.

Indemnification of Buyer. Subject to the provisions Except as provided in Section 8.4, Seller shall indemnify and hold harmless Buyer and each officer, director and Affiliate of this Section 4.7Buyer, including without limitation, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 successor of the Securities Act and Section 20 of Company (collectively, the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer PartyIndemnified Parties”) harmless from and against any and all damages, losses, claims, liabilities, obligationsdemands, claimscharges, contingenciessuits, damagespenalties, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), which any of investigation that Buyer Indemnified Parties may sustain, or to which any the of Buyer Party Indemnified Parties may suffer or incur as a result be subjected, arising out of or relating to (a1) any misrepresentation, breach or default by Seller or the Company of any of the representations, warrantiescovenants, covenants conditions, agreements or agreements made by the Company in other provisions of this Agreement or any agreement or document executed in the other Transaction Documents connection herewith by Seller or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate (provided that, solely for purposes of determining the Buyer, with respect to any amount of the transactions contemplated Indemnifiable Costs suffered by the Transaction Documents (unless such action is based Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Buyer’s representations, warranties or covenants under the Transaction Documents Company or any agreements or understandings of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) alleged basis for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extentlitigation, but only to the extent that it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a lossbreach or violation of any representation or warranty; (4) any liability arising under ERISA or other Requirements of Laws with respect to the operation of, claimor in connection with the termination of, damage any Employee Benefit Plan listed on Schedule 3.24 prior to Closing, including any claims, Taxes, fines, fees or assessments associated therewith; (5) any claims or liability is attributable to any Buyer Party’s breach against the Company known at the time of any signing of the representationsAgreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, warrantiesabandoned or residual property); (6) any indebtedness of the Company outstanding as of the Closing not expressly assumed by Buyer. This indemnification is expressly intended to apply notwithstanding any negligence (whether sole, covenants concurrent, active or agreements made by passive) or other fault or strict liability on the Buyer Party in this Agreement or in the other Transaction Documentspart of Buyer.

Indemnification of Buyer. Subject to the provisions of this Section 4.7Seller shall hold Buyer, the Company will indemnify Affiliates of Buyer, and, from and hold after the Buyer Closing, the Purchased Entities, and its the shareholders, directors, officers, shareholdersemployees, memberssuccessors, partners, employees assigns and agents of each of them (collectively, the "Buyer Indemnified Parties") harmless and any other Persons with a functionally equivalent role indemnify each of a Person holding such titles notwithstanding a lack of such title or any other title)them from, each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act against and Section 20 of the Exchange Act)in respect of, and the directorswaives any claim for contribution or indemnity with respect to, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencieslosses, damages, Liabilities, expenses or costs and expenses("Losses"), including all judgments, amounts paid in settlements, court costs and plus reasonable attorneys’ ' fees and costs expenses incurred in connection with Losses and/or enforcement of investigation that this Agreement, plus interest from the date incurred through the date of payment at the prime lending rate of Morgxx Xxxranty from time to time prevailing (in all, "Indemnified Losses") incurred or to be incurred by any the Buyer Party may suffer of them and resulting from or incur as a result arising out of or relating to (a) any breach of any or violation of the representations, warranties, covenants or agreements made by the Company of any Seller Group Person contained in this Agreement Agreement, or in the other Transaction Documents any exhibit, statement, Schedule, certificate, instrument or document delivered pursuant hereto, including provisions of this Article IX; (b) any action instituted against Liability of any Non-Purchased Entity not expressly assumed by Buyer hereunder or any Liability of any Purchased Entity not connected to the BuyerBusiness; (c) any Liability arising from the ownership, operation, or any of its Affiliates, by any stockholder termination of the Company who is manufacturing operations of FilterTek GmbH; (d) any Liability arising from the acquisition of FilterTek, Inc., Robixxxx Xxxustries, and/or Fuzere Manufacturing by a Seller Group Person, except to the extent used in the computation of Working Capital set forth on the Closing Balance Sheet; (e) any Liability arising from the divestiture of Plastic Molded Concepts; (f) any Liability arising from (i) any transportation or disposal of any Hazardous Materials, or (ii) violation of, or contribution obligation under, any Environmental Law in connection with (A) any location not an Affiliate included in the Real Property, (B) any operations not included in the Business, or (C) any discontinued operations of the Buyer, with respect to Business; and/or (g) any Liability arising from the termination of employment of Employees in Puerto Rico as a result of the consummation of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentshereby.

Indemnification of Buyer. Subject Seller hereby agrees to the provisions of this Section 4.7indemnify, the Company will indemnify defend and hold the harmless Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role holder of a Person holding such titles notwithstanding a lack of such record title or any other title), each Person who controls to the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought Property pursuant to this Agreement, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all indebtedness or other liability arising out of ownership or operation of the Buyer Party shall promptly notify Property prior to Close of Escrow, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the Company in writingoperation of the Property prior to Close of Escrow, and any injury to persons or damage to property happening or occurring in, on or about the Company shall have the right Property. Seller further agrees, upon notice and request from Buyer, to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and participate hold Buyer harmless, and to defend any action that may be brought in the defense thereofconnection with any such demand, but the fees claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Buyer harmless and to bear all costs and expenses of such counsel contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Buyer harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Buyer incident to, resulting from or in any way arising out of any act or omission of Buyer, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Close of Escrow are and shall be at construed to be, for purposes of this provision, the expense employees of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company Seller and the position acts and omissions of the said employees shall in no way be attributable to Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses purposes of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentsprovision.

Indemnification of Buyer. Subject to the provisions of this Section 4.74.2, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the such Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons Persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including including, without limitation, all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and any other ancillary litigation related costs, costs of investigation and costs of enforcing this indemnity that any the such Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents Note Documents, or (b) any action instituted against the BuyerBuyer Parties in any capacity, or any of its them or their respective Affiliates, by any stockholder Person (including the Company, the Subsidiaries or any of the Company who is not an Affiliate of the Buyertheir respective Affiliates), with respect to any of the transactions contemplated by the Transaction Note Documents (unless such action is based upon a breach of the Buyersuch Buyer Party’s representations, warranties or covenants under the Transaction Note Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the such Buyer Party of foreign, federal or state or federal securities laws or any conduct by the such Buyer Party which constitutes fraud, gross negligence, bad faith or willful misconduct or malfeasancemisconduct, in each case, as determined by a court of competent jurisdiction in a final non appealable decision). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the such Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any The Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but and the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (iy) for any settlement by the a Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s willful breach of any of the representations, warranties, covenants or agreements made by the such Buyer Party in this Agreement or in the other Transaction DocumentsNote Documents or is attributable to any conduct by such Buyer Party which constitutes fraud, gross negligence, bad faith or willful misconduct as determined by a final, non-appealable decision of a court of competent jurisdiction. The Company shall not settle or compromise any claim for which a Buyer Party seeks indemnification hereunder without the prior written consent of the Buyers, which consent shall not be unreasonably withheld or delayed. The indemnification required by this Section 4.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Buyer Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company Seller will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title), each Person person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants covenants, or agreements made by each of Seller and the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the BuyerPurchaser Parties in any capacity, or any of its Affiliatesthem or their respective affiliates, by any stockholder of the Company who is not an Affiliate affiliate of the Buyersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyersuch Purchaser Party’s representations, warranties warranties, or covenants under the Transaction Documents or any agreements or understandings the Buyer such Purchaser Party may have with any such stockholder or any violations by the Buyer such Purchaser Party of state or federal securities laws or any conduct by the Buyer such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer such Purchaser Party shall promptly notify the Company Seller in writing, and the Company Seller shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer such Purchaser Party. Any Buyer Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company Seller in writing, (ii) the Company Seller has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company Seller and the position of the Buyer such Purchaser Party, in which case the Company Seller shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company Seller will not be liable to any Buyer Purchaser Party under this Agreement (iy) for any settlement by the Buyer a Purchaser Party effected without the CompanySeller’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Purchaser Party’s breach of any of the representations, warranties, covenants covenants, or agreements made by the Buyer such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 6.16 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Seller or others and any liabilities the Seller may be subject to pursuant to law.

Indemnification of Buyer. (a) Subject to the provisions of limitations contained in this Section 4.7Article IX, Sellers and the Company Additional Seller Parties will indemnify indemnify, defend and hold the harmless Buyer and any of its Affiliates and Buyer's and Buyer's Affiliates' directors, officers, shareholdersemployees, members, partners, employees successors and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons assigns (each, a “Buyer Party”"BUYER INDEMNIFIED PARTY") harmless from and against any and all losses, liabilities, obligations, claims, contingencies, and damages, costs and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs disbursements of investigation that any the Buyer Party may suffer counsel) (hereinafter individually, a "LOSS" and collectively, "LOSSES") which arise out of, or incur as a result of from, or relating relate to (ai) any breach or inaccuracy of any representation, warranty, covenant or agreement of the representations, warranties, covenants or agreements made by the Company Sellers contained in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, certificate delivered by any stockholder Seller pursuant to Section 7.1(e) (which representations and warranties for purposes of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action this Section 9.2 shall be brought against read as though none of them contained any Buyer Party in respect of which indemnity may be sought pursuant to this Agreementmateriality or Material Adverse Effect qualifier or exception), the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) any Excluded Liability. Notwithstanding anything to the extentcontrary in this Agreement, (i) neither of the Romo de la Pena Brothers will xxxe any obligations or liability under this Section 9.2 unless and until all other Sellers shall have failed to make any payments otherwise required under this Section 9.2; and (ii) subject to clause (i) of this sentence, the Romo de la Pena Brothers will xx severally (not jointly and severally) liable for any payments required under this Section 9.2, but only the maximum liability of each of the Romo de la Pena Brothers will not exceed 50% of the aggregate amounts required to be paid under this Section 9.2. In addition, without affecting or limiting Buyer's obligations under or as a result of Section 8.10 or Section 9.3(a), the extent that a lossSellers agree to indemnify, claim, damage or liability is attributable defend and hold harmless each of the Buyer Indemnified Parties from and against any and all Losses and claims relating to any Buyer Party’s breach Business Employee as a result of or in connection with any act or omission of the representations, warranties, covenants Sellers or agreements made by any Affiliate of the Buyer Party in this Agreement or in Sellers occurring before the other Transaction DocumentsClosing.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company Seller will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title), each Person person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants covenants, or agreements made by each of Seller and the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the BuyerPurchaser Parties in any capacity, or any of its Affiliatesthem or their respective affiliates, by any stockholder of the Company who is not an Affiliate affiliate of the Buyersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyersuch Purchaser Party’s representations, warranties warranties, or covenants under the Transaction Documents or any agreements or understandings the Buyer such Purchaser Party may have with any such stockholder or any violations by the Buyer such Purchaser Party of state or federal securities laws or any conduct by the Buyer such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer such Purchaser Party shall promptly notify the Company Seller in writing, and the Company Seller shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer such Purchaser Party. Any Buyer Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company Seller in writing, (ii) the Company Seller has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company Seller and the position of the Buyer such Purchaser Party, in which case the Company Seller shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company Seller will not be liable to any Buyer Purchaser Party under this Agreement (iy) for any settlement by the Buyer a Purchaser Party effected without the CompanySeller’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Purchaser Party’s breach of any of the representations, warranties, covenants covenants, or agreements made by the Buyer such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 7.16 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Seller or others and any liabilities the Seller may be subject to pursuant to law.

Indemnification of Buyer. Subject to the provisions of this Section 4.7Sellers, the Company will jointly and severally, shall hold ------------------------ harmless, indemnify and hold the defend Buyer from and its directors, officers, shareholders, members, partners, employees and agents against: (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other titlea) of such controlling persons (each, a “Buyer Party”) harmless from any and all third party claims, demands, causes of action, losses, liabilities, obligationsliens or encumbrances, claimswhether direct, contingenciescontingent or consequential and no matter how arising, damagesin any way related to the Property and occurring before the Closing, or in any way related to or arising from any act, conduct, omission, contract or commitment of Sellers occurring at any time or times before the Closing (except any claims arising from any act, conduct, omission occurring before or after the Closing with respect to any claims arising or accruing under any agreement with ASC prior to Closing); and (b) any loss or damage to Buyer resulting from a material inaccuracy in or material breach of any representation or warranty of Sellers under this Agreement or resulting from any material breach or default by Sellers under this Agreement. Buyer shall notify Sellers of any such claim against Buyer within 10 days after it has notice of such claim. Should Sellers fail to discharge or undertake to defend Buyer against such liability upon learning of the same, then Buyer may settle such liability and Sellers' liability to Buyer shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs ' fees, incurred by Buyer in effecting such settlement, together with interest thereon from the date of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach payment of any of the representations, warranties, covenants or agreements same by Buyer until repayment is made by Sellers at the Company in this Agreement lesser of ten per cent (10%) per annum or in the other Transaction Documents maximum rate then allowed by applicable law. Notwithstanding anything to the contrary, Sellers shall not be required to defend, hold harmless, or (b) any action instituted against the indemnify Buyer, or be liable for any claims, demands, causes of its Affiliatesaction, by losses, liabilities, liens or encumbrances, whether direct, contingent or consequential arising from any stockholder act, conduct, contract, or commitment of the Company who is not an Affiliate of the Buyer, Sellers to any governmental agency at any time or times before Closing with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall improvements to be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable made to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsProperty.

Indemnification of Buyer. Subject to the provisions of this Section 4.7Article V, the Company will Seller shall indemnify and hold the Buyer and its directorsAffiliates, stockholders, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersemployees, agents, membersrepresentatives, partners successors and permitted assigns (collectively, the "Buyer Parties") and save and hold each of them harmless against and pay on behalf of or employees reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, tax, penalty, fine or expense, whether or not arising out of third party claims (including without limitation, interest, penalties, reasonable attorneys' fees and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any expenses and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlementsinvestigation, court costs and reasonable attorneys’ fees and costs defense or settlement of investigation that any of the foregoing) (collectively, "Losses") which any such Buyer Party may suffer suffer, sustain or incur become subject to as a result of: (i) any misrepresentation or breach of representation or warranty under Article III of this Agreement or in any of the Transfer Documents furnished to Buyer by Seller pursuant to this Agreement (so long as a claim therefor is made during the applicable survival period set forth above); (ii) any breach of any covenant or other agreement by Seller under this Agreement or any of the Schedules and Exhibits hereto; (iii) any liabilities or obligations of Seller which are Excluded Liabilities (except as specifically covered by Sections 5.3, 5.4 or 5.5); (iv) any liability or obligation of Seller imposed upon Buyer by operation of law (including under any bulk transfer law or any common law doctrine of defacto merger or successor liability) which is related to, a result of or relating arises out of the transactions contemplated hereby and which is not an Assumed Liability; or (v) except as covered by Sections 5.3, 5.4 or 5.5, any action, demand, proceeding, investigation or claim by any third party (including governmental agencies) against or affecting Buyer and/or the Business or the Purchased Assets which, if successful, would give rise to (a) any or evidence the existence of or relate to a breach of any of the representations, warranties, warranties or covenants or agreements made by of the Company Seller contained in this Agreement or in the other Transaction Transfer Documents or, if not a breach, relates to an action, proceeding, investigation or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who claim arising before Closing which is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction DocumentsExcluded Liability.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the The Company and Parent will jointly and severally indemnify and hold the Buyer Buyer, its subsidiaries and its their respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title)collectively, each Person who controls the "Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”Parties") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation (collectively, "Buyer Claims"), that any the Buyer Party may suffer or incur as a result of or relating to to: (a) the breach or inaccuracy, or any alleged breach or inaccuracy, of any of the representations, warranties, covenants or agreements made by the Company or Parent in this Agreement or in the other Transaction Documents or pursuant hereto; (b) the Company's failure to discharge any action instituted against Excluded Liability; (c) the BuyerCompany's failure to discharge any closing cost for which the Company is to be responsible pursuant to the terms of this Agreement; or (d) any wages, salaries or other compensation and any other Liabilities of its Affiliatesany nature (other than Accrued Vacation Liability to be assumed by Buyer and any accrued salary or other benefit amounts reflected in the calculation of the Net Working Capital as of the Closing Date), by including without limitation any stockholder Liabilities under any Plan, to any director, officer, employee, agent or representative of the Company who is not an Affiliate of the Buyer, in connection with respect their services to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) or their termination by the Company has failed either prior to or after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case Closing. Neither Parent nor the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not obligated to indemnify any Buyer Parties pursuant to this SECTION 10.2 or otherwise be liable to any Buyer Party under this Agreement (i) for any settlement by reason hereunder or with respect to the transactions contemplated hereby unless and until the Buyer Party effected without claims, exceed, in the Company’s prior written consentaggregate, $25,000, after which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by time the Buyer Party claims in this Agreement or in excess of $25,000 shall be indemnified. In no event shall the other Transaction Documents.indemnification obligations of Parent and Company exceed the Purchase Price. 6.2

Indemnification of Buyer. Subject For a period of two years after the Closing Date, Seller and each of the other Control Parties, jointly and severally, but subject to the provisions of this Section 4.7limitation set forth below, the Company will agree to indemnify and hold the Buyer Buyer, Prime and its directorseach of Prime's and Buyer's respective representatives, officers, shareholdersdirectors, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)employees, and affiliates (collectively, the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “"Buyer Party”Indemnified Parties") harmless from and against any and all damages, losses, claims, liabilities, obligationsdemands, claimscharges, contingenciessuits, damagespenalties, costs costs, and expenses, expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, "Indemnified Costs") in connection with the commencement or assertion of investigation that any action, proceeding, demand, or claim by a third party (collectively, a "third-party action") which any of the Buyer Party Indemnified Parties may suffer sustain, arising out of, or incur as a result of or relating to with respect to, (ai) any breach or default by Seller or any of the other Control Parties of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel contained in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writingTransaction Document, (ii) the Company has failed after a reasonable period of time any obligations or any liabilities to assume such defense and to employ counsel any finder, broker or sales agent engaged or retained by Seller or another Control Party, (iii) in such action there isany debts, in liabilities or obligations of Seller (iv) any debts, liabilities or obligations of any Control Parties with respect to the reasonable opinion of such separate counselAssets or business conducted utilizing the Assets, a material conflict on (v) any material issue between act or omission by Seller that occurred prior to the position of the Company and the position of the Buyer PartyClosing, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (iivi) to the extent, but only to the extent that a loss, claim, damage any act or liability is attributable to any Buyer Party’s breach of omission by any of the representations, warranties, covenants Control Parties that relates to the Assets or agreements made by business conducted utilizing the Buyer Party Assets and occurred prior to the Closing. Regardless of anything contained in this Agreement or to the contrary, Seller's indemnification liability shall be limited to an amount equal to the purchase price and each of the Control Parties' indemnification liability shall be limited to an amount equal to $24,000.00 for ROBERT BALL, M.D., $1,728,000.00 xxx XLA and $648,000.00 for CAHS, and in no case shall the other Transaction Documentscollective liability of the Seller and Control Parties be greater than the purchase price.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company Seller will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title), each Person person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons persons with a functionally equivalent role of a Person person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants covenants, or agreements made by each of Seller and the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the BuyerPurchaser Parties in any capacity, or any of its Affiliatesthem or their respective affiliates, by any stockholder of the Company who is not an Affiliate affiliate of the Buyersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyersuch Purchaser Party’s representations, warranties warranties, or covenants under the Transaction Documents or any agreements or understandings the Buyer such Purchaser Party may have with any such stockholder or any violations by the Buyer such Purchaser Party of state or federal securities laws or any conduct by the Buyer such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer such Purchaser Party shall promptly notify the Company Seller in writing, and the Company Seller shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer such Purchaser Party. Any Buyer Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company Seller in writing, (ii) the Company Seller has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company Seller and the position of the Buyer such Purchaser Party, in which case the Company Seller shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company Seller will not be liable to any Buyer Purchaser Party under this Agreement (iy) for any settlement by the Buyer a Purchaser Party effected without the CompanySeller’s prior written consent, which shall not be unreasonably withheld or delayed; or (iiz) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Purchaser Party’s 's breach of any of the representations, warranties, covenants covenants, or agreements made by the Buyer such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 7.16 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Seller or others and any liabilities the Seller may be subject to pursuant to law.

Indemnification of Buyer. Subject Seller hereby agrees to the provisions of this Section 4.7indemnify, the Company will indemnify defend and hold the harmless Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role holder of a Person holding such titles notwithstanding a lack of such record title or any other title), each Person who controls to the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought Property pursuant to this Agreement, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all indebtedness or other liability arising out of ownership or operation of the Buyer Party shall promptly notify Property prior to Close of Escrow, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the Company in writingoperation of the Property prior to Close of Escrow, and any injury to persons or damage to property happening or occurring in, or on about the Company shall have the right Property. Seller further agrees, upon notice and request from Buyer, to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and participate hold Buyer harmless, and to defend any action that may be brought in the defense thereofconnection with any such demand, but the fees claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Buyer harmless and to bear all costs and expenses of such counsel contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Buyer harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Buyer incident to, resulting from or in any way arising out of any act or omission of Buyer, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Close of Escrow are and shall be at construed to be, for purposes of this provision, the expense employees of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company Seller and the position acts and omissions of the said employees shall in no way be attributable to Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses purposes of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documentsprovision.

Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction 22 Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Buyer Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Buyer Party under this Agreement (i) for any settlement by the Buyer Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Buyer Party’s breach of any of the representations, warranties, covenants or agreements made by the Buyer Party in this Agreement or in the other Transaction Documents.Agreement