Common use of Indemnification of Purchaser Clause in Contracts

Indemnification of Purchaser. Seller and Shareholders (the “Seller Indemnifying Parties”) hereby agree, jointly and severally, to hold harmless and indemnify Purchaser and its officers, directors, shareholders, members, managers, employees, agents, representatives, parent, subsidiary and affiliates, or any of their successors and assigns (hereinafter individually referred to as a “Purchaser Indemnified Party”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, causes of action, judgments, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees actually incurred, any and all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Purchaser Indemnified Party, directly or indirectly, as a result of, arising from, or relating directly or indirectly to: (i) any inaccuracy in or any breach or nonfulfillment of any of the representations or warranties made by Seller in this Agreement (a “Seller Misrepresentation”); (ii) any breach or nonfulfillment of any of the covenants or agreements made by Seller in this Agreement; (iii) any Retained Liabilities, subject to Section 1.05; (iv) all Actions arising out of the operation of the Business prior to the Closing Date; (v) Seller’s business prior to the Closing or (vi) any Taxes (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than Seller) imposed on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”).

Indemnification of Purchaser. Seller Each of the Trust, the Servicer and Shareholders (the “Seller Indemnifying Parties”) Depositor hereby agreeagree to, jointly and severally, to indemnify and hold harmless and indemnify Purchaser and its officers, directors, shareholders, members, managers, employees, agents, representatives, parent, subsidiary and affiliates, or any of their successors and assigns (hereinafter individually referred to as a “Purchaser each Indemnified Party”), from and Party against any and all losses, claims, reasonable damages, liabilities, damages, demands, claims, suits, actions, causes of expenses or judgments (including reasonable accounting fees and legal fees and other expenses incurred in connection with this Certificate Purchase Agreement or any other Basic Document and any action, judgmentssuit or proceeding or any claim asserted) (collectively, assessments"Losses"), costs as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any information prepared by and expensesfurnished or to be furnished by any of the Trust, Loan Originator, Servicer or the Depositor pursuant to or in connection with the transactions contemplated hereby including, without limitation, interestsuch written information as may have been and may be furnished in connection with any due diligence investigation with respect to the business, penaltiesoperations, reasonable attorneys’ fees actually incurred, any and all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Purchaser Indemnified Party, directly or indirectly, as a result of, arising from, or relating directly or indirectly to: (i) any inaccuracy in or any breach or nonfulfillment of any financial condition of the representations Trust, Loan Originator, the Servicer, the Depositor or warranties made by Seller in this Agreement (a “Seller Misrepresentation”); (ii) any breach or nonfulfillment of any of the covenants or agreements made by Seller in this Agreement; (iii) any Retained Liabilities, subject to Section 1.05; (iv) all Actions arising out of the operation of the Business prior with respect to the Closing Date; (v) Seller’s business prior Loans, to the Closing extent such information contains any untrue statement of material fact or (vi) any Taxes (omits to state a material fact necessary to make the statements contained herein or therein not misleading; provided, however, that the Trust, Loan Originator, Servicer or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes Depositor shall not be so required to indemnify an Indemnified Party or to otherwise be withheld by Seller) or (B) liable to an Indemnified Party for any Person (other than Seller) imposed on Seller, in each case, losses in respect of all periods ending on the performance of the Loans, the creditworthiness of the Borrowers under the Loans, changes in the market value of the Loans or before other, similar investment risks associated with the Closing DateLoans or for any losses arising from a breach of any representation or warranty set forth in Sections 4.02 or 4.04 of the Trust and Servicing Agreement hereof, including, to the extent that a remedy for the avoidance breach of doubtwhich is provided in Sections 3.05 or 4.05 of the Trust and Servicing Agreement. The indemnities contained in this Section 9.01 will be in addition to any liability which the Trust, the Servicer or the Depositor may otherwise have pursuant to this Certificate Purchase Agreement and any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”)other Basic Document.

Indemnification of Purchaser. Seller SCPPA undertakes and Shareholders (the “Seller Indemnifying Parties”) hereby agree, jointly and severallyagrees, to the extent permitted by law, to indemnify and hold harmless and indemnify Purchaser and Purchaser, its board, officers, directorsagents, shareholdersattorneys, members, managersadvisors, employees, agentsand the employees of the governmental entity of which the Agent is a part, representativespast, parentpresent or future (collectively, subsidiary and affiliates, or any of their successors and assigns (hereinafter individually referred to as a “Purchaser Indemnified PartyIndemnitees”), from and against any and all lossesclaims, demands, liabilities, damagesobligations, demandslosses, claimsdamages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, actionscosts, causes of action, judgments, assessments, costs expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, interestdeath, penaltiesbodily injury or personal injury to any person or damage or destruction to any property of Purchaser, reasonable attorneys’ fees actually incurred, any and all expenses incurred in investigating, preparing SCPPA or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation third persons) (collectively, “DamagesLosses”)) which may be imposed on, incurred by or asserted against, resulting to, imposed uponagainst Purchaser arising by manner of any breach of this Agreement by SCPPA, or incurred the negligent acts, errors, omissions or suffered by willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and advisors, past, present or future. At Purchaser’s option, SCPPA shall defend Purchaser Indemnitees from and against any and all Losses. If SCPPA, with Purchaser’s consent, defends any Purchaser Indemnified PartyIndemnitee, directly Purchaser and the Purchaser’s City Attorney shall approve the selection of counsel, and Purchaser shall further approve any settlement or indirectlydisposition, as a result of, arising from, or relating directly or indirectly to: (i) any inaccuracy in or any breach or nonfulfillment of any of the representations or warranties made by Seller such approval not to be unreasonably withheld. Nothing in this Section 17.7 or in any other provision of this Agreement (a “Seller Misrepresentation”); (ii) shall affect Purchaser’s obligation to make any breach payment in accordance with Section 8.1 of this Agreement or nonfulfillment of to pay any of the covenants other amounts or agreements made by Seller in this Agreement; (iii) any Retained Liabilities, subject to Section 1.05; (iv) all Actions arising out of the operation of the Business prior to the Closing Date; (v) Seller’s business prior to the Closing or (vi) any Taxes (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes costs required to be withheld paid by Seller) or (B) any Person (other than Seller) imposed on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”)it under this Agreement.

Indemnification of Purchaser. (a) Seller shall be responsible for and Shareholders (the “Seller Indemnifying Parties”) hereby agreeshall indemnify, jointly defend, and severally, to hold harmless and indemnify Purchaser and its Purchaser's officers, directors, shareholders, members, managersservants, employees, agents, attorneys, representatives, parentand Affiliates, subsidiary and affiliatestheir respective heirs, or any of their executors, successors and assigns (hereinafter individually referred collectively, the "Purchaser Indemnitees") from, against, and with respect to as a “Purchaser Indemnified Party”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, causes of action, judgments, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees actually incurred, any and all expenses incurred in investigating, preparing Claims or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted against, resulting to, imposed upon, or incurred or Costs suffered by any such Purchaser Indemnified PartyIndemnitees as a result of, caused by, arising out of, directly or indirectly, as a result of, arising from, or in any way relating directly or indirectly to: (ia) any inaccuracy in or any a breach or nonfulfillment by Seller of any of the representations representation, warranty, covenant, or warranties made by Seller obligation set forth in this Agreement (a “Seller Misrepresentation”); (ii) any breach or nonfulfillment of any that is intended to survive the Closing of the covenants or agreements made transactions contemplated by Seller in this Agreement; (iiib) the Retained Liabilities; (c) any Retained Liabilities, subject to Section 1.05Taxes of Seller; (ivd) all Actions arising out any obligations under the Xxxxxxxx Commission Sales Agreement (e.g. any obligations under Section 4(f) of the operation of Xxxxxxxx Commission Sales Agreement) other than the Business Post-Closing Xxxxxxxx obligations; (e) any Costs or Claims arising from any work performed by Seller prior to the Closing DateDate (e.g., customer complaints, etc.), (f) any of the same arising out of any bulk transfer laws or similar laws of any Governmental Authority with jurisdiction over the Assets, Seller, the business of Seller, or this transaction; or (vg) other than the Post-Closing Xxxxxxxx obligations, any and all payments owing to Seller’s business prior 's employees (including without limitation, any severance payments and similar payments to any of Seller's employees, and any payments or obligations under any Designated Plans) (collectively referred to as the "Seller Liabilities"); provided that Seller shall not be obligated to indemnify any Purchaser Indemnitees for any Liability that also constitutes a Liability to be Indemnified by Purchaser to the Closing or (vi) any Taxes (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required extent that such Liability is a Liability to be withheld Indemnified by Purchaser; and provided further, that Seller shall not be obligated to indemnify the Purchaser Indemnitees until the Liabilities to be Indemnified by Seller exceed on a cumulative basis the Threshold Amount, and then only to the extent of any such Liabilities to be Indemnified by Seller sustained by the Purchaser Indemnitees in excess of such Threshold Amount; provided, further, that Xxxxxxx (as described in Section 7.2(b)) shall not be obligated to pay in excess of an amount equal to the Cap for all Liabilities to be Indemnified by Seller) or , while Seller's obligation to indemnify the Purchaser Indemnitees shall be unlimited (B) provided that the indemnification obligations of Seller and Xxxxxxx hereunder to pay Cash for any Person Seller Liabilities is limited to the amount of Cash payments that it has received from Purchaser pursuant to this Agreement. Further, after the exhaustion by the Purchaser Indemnitees of all rights to be indemnified with the Cash received (other than Seller) imposed on Sellere.g., if there are any Seller Liabilities that remain unsatisfied AFTER offsetting the amount of such Liabilities to be Indemnified by Seller and Xxxxxxx against the Cash received), then Purchaser, in each caseaddition to any and all other remedies available to it in this Article 7, in respect Purchaser (on behalf of all periods ending the Purchaser Indemnitees) shall have the right and option to transfer, on or before the Closing Datebooks of Purchaser, includingFROM the name of Seller TO the name of Purchaser that number of shares of Purchaser common stock owned by Seller whose value, for at the avoidance of doubtAgreed Valuation (hereinafter defined), any Taxes relating is equal to the 2011 Amended Tax Returns (collectivelyamount of such Liabilities to be Indemnified by Seller and Xxxxxxx that remain properly due and payable by Seller in accordance with this Article 7. For the purpose of the immediately preceding sentence, “it is agreed by the Parties that the "Agreed Valuation" of the Purchaser Indemnifiable Claims”)common stock shall be $1.00 per Share; provided that if Purchaser shall effect a subdivision or consolidation of the shares of its common stock or other capital readjustment, the payment of a stock dividend, or other increase or reduction in the number of shares of its common stock outstanding, then in such event, the Agreed Valuation shall be proportionately increased or decreased, as the case may be. If Seller does not own the Stock Component because Seller has sold such common stock, then the Purchaser Indemnitees shall be entitled to be indemnified as if those such proceeds constituted Cash consideration under this Agreement.

Indemnification of Purchaser. (a) From and after the Closing Date, Seller hereby agrees, to indemnify, defend, and Shareholders hold harmless Purchaser and its partners, officers, employees, advisors, affiliates, agents, representatives and assigns (the “Seller Indemnifying PartiesPurchaser Indemnitees”) hereby agree, jointly and severally, to hold harmless and indemnify Purchaser and its officers, directors, shareholders, members, managers, employees, agents, representatives, parent, subsidiary and affiliates, or any of their successors and assigns (hereinafter individually referred to as a “Purchaser Indemnified Party”), from and against any and all lossesliabilities, liabilitiespenalties, damages, losses, demands, claims, suits, actions, causes of action, judgmentsclaims, assessments, costs judgments, costs, and expensesexpenses (including reasonable attorney’s fees and expenses both for the defense of any claim which, if proved, would give rise to an obligation of indemnity hereunder, notwithstanding that such claim may be settled prior to final judgment, and those incurred in connection with the enforcement of this provision), whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not involving a third party claim by reason of or resulting from (directly or indirectly), arising out of, based upon or otherwise in respect of (i) breach, falsity, or inaccuracy of any warranty, representation or covenant by Seller contained in this Agreement; (ii) failure of Seller to fully to pay, satisfy, perform or discharge, or cause to be paid, satisfied, performed or discharged, any liabilities not expressly assumed by Purchaser pursuant to the terms hereof; (iii) nonperformance of any obligations or covenants on the part of Seller under this Agreement; (iv) the presence of any Hazardous Material or Hazardous Material Contamination which was caused by Seller upon or about the real property upon which the Business has heretofore been operated; (v) the conduct of the Business or of Seller’s employees, agents, or contractors prior to the Closing Date (other than liabilities expressly assumed by Purchaser pursuant to the terms hereof), including, without limitation, interest, penalties, reasonable attorneys’ fees actually incurred, any and all expenses incurred in investigating, preparing violation of laws occurring or defending against any litigation, commenced alleged to have occurred prior to the Closing Date or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Purchaser Indemnified Party, directly or indirectly, as a result of, arising from, related to, or relating directly or indirectly to: (i) any inaccuracy in or any breach or nonfulfillment of any of the representations or warranties made by Seller in this Agreement (a “Seller Misrepresentation”); (ii) any breach or nonfulfillment of any of the covenants or agreements made by Seller in this Agreement; (iii) any Retained Liabilities, subject to Section 1.05; (iv) all Actions arising out of the operation of connected with the Business prior to the Closing Date; (v) Seller’s business prior to the Closing or (vi) any Taxes (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than Seller) imposed on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating claim related to the 2011 Amended Tax Returns Litigation Matters listed on Schedule 3.1(q) (collectively, a “Litigation Matter Claim”) (each hereafter a “Purchaser Indemnifiable ClaimsClaim”).

Indemnification of Purchaser. Subject to Sections 7.2, 7.7 and 7.8, Seller and Shareholders (the “Seller Indemnifying Parties”) hereby agree, jointly and severally, to hold harmless and shall indemnify Purchaser and its officersAffiliates (including Company and the Subsidiaries) against and hold Purchaser and its Affiliates (including Company and the Subsidiaries) harmless from any claim, directorsaction, shareholders, members, managers, employees, agents, representatives, parent, subsidiary and affiliates, or any of their successors and assigns (hereinafter individually referred to as a “Purchaser Indemnified Party”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, causes cause of action, judgmentsjudgment, assessmentsaward, costs settlement, liability, loss, damage, cost and expensesexpense, including, without limitation, interest, penalties, reasonable attorneys’ ' fees actually incurred, any and all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”"Losses") actually and directly suffered by Purchaser or any Affiliate (including Company and the Subsidiaries), asserted against, resulting to, imposed upon, from or incurred or suffered by any Purchaser Indemnified Party, directly or indirectly, as a result of, arising from, or relating directly or indirectly to: out of (ia) any inaccuracy in or any breach or nonfulfillment of any of the representations representation or warranties warranty made by Seller in this Agreement (a “Seller Misrepresentation”without giving effect to any supplement to the Disclosure Schedule added after the date hereof); (iib) any breach or nonfulfillment nonperformance of any of the covenants covenant or agreements obligation made or incurred by Seller herein or in any agreement, document or instrument delivered by Seller pursuant to this Agreement; or (iiic) any Retained LiabilitiesLiability (including any Liability in respect of Taxes and, subject to Section 1.05; (iv) all Actions in particular, any Liabilities resulting from or arising out of the operation matters disclosed in Schedules 3.7(b) and 3.7(d), and including any Liabilities resulting from or arising out of the Business matters disclosed in Schedule 3.10(c)) of any nature, existing at, resulting from, relating to or arising out of the business, operations or assets of Company or any Subsidiary on or prior to the Closing Date; (v) Seller’s business prior Date to the Closing extent not fully reflected or (vi) any Taxes (provided for in the Recent Balance Sheet or the nonpayment thereof) notes thereto or, in the case of such Liabilities arising after the date of the Recent Balance Sheet, to the extent such Liabilities did not arise out of the Ordinary Course of Business (A) it being understood that Seller (includingshall have no obligation with respect to environmental matters pursuant to this Section 7.1(c), for the avoidance of doubtclaims with respect to which are separately addressed in Section 7.6). Seller does not make and shall not be deemed to have made, nor is Purchaser relying upon, any Taxes required to be withheld by Seller) representation or (B) any Person (warranty other than Seller) imposed on Seller, those representations and warranties which are expressly set forth in each case, this Agreement. Purchaser's sole and exclusive remedy for any breach of any representation or warranty of Seller herein shall be to receive indemnification in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”)accordance with this Article 7.

Indemnification of Purchaser. For the period commencing on the date of Closing and ending twelve (12) months following the Closing, Seller hereby agrees to indemnify, defend, and Shareholders (the “Seller Indemnifying Parties”) hereby agree, jointly and severally, to hold harmless and indemnify Purchaser and its officers, directors, shareholders, members, managers, employees, agents, representatives, parent, subsidiary agents and affiliates, or any of their successors and assigns (hereinafter individually referred to as a “Purchaser Indemnified Party”), other representatives from and against any and all lossesliabilities, liabilitiespenalties, damages, demandslosses, claims, suitscosts, actions, causes of action, judgments, assessments, costs and expenses, including, without limitation, interest, penalties, expenses (including reasonable attorneys’ fees actually incurredand expenses for the defense of any claim which, if proved, would give rise to an obligation of indemnity hereunder, whether or not such claim may be ultimately proved) arising out of or resulting directly or indirectly from any misrepresentation or breach of any representation or warranty by Seller. For the period commencing on the date of Closing and ending eighteen (18) months following the Closing, Seller hereby agrees to indemnify, defend, and hold harmless Purchaser and its officers, directors, employees, agents and other representatives from and against any and all expenses incurred in investigatingliabilities, preparing or defending against any litigationpenalties, commenced or threateneddamages, or any claim whatsoeverlosses, claims, costs, and any expenses (including reasonable attorneys’ fees and all amounts paid in settlement expenses for the defense of any claim which, if proved, would give rise to an obligation of indemnity hereunder, whether or litigation (collectively, “Damages”), asserted against, not such claim may be ultimately proved) arising out of or resulting to, imposed upon, or incurred or suffered by any Purchaser Indemnified Party, directly or indirectly, as a result of, arising from, or relating directly or indirectly to: from (ia) failure of Seller to fully to pay or satisfy or cause to be paid or satisfied any inaccuracy in or any liabilities not to be assumed by Purchaser pursuant to the terms hereof; (b) breach or nonfulfillment of any obligations or covenants on the part of the representations or warranties made by Seller in this Agreement (a “Seller Misrepresentation”); (ii) any breach or nonfulfillment of any of the covenants or agreements made by Seller in under this Agreement; and (iiic) any Retained Liabilitiesthe ownership, subject to Section 1.05; (iv) all Actions arising out operation and conduct of the operation business of the Business Eagle Pass Branch prior to the date of Closing Date; (v) Seller’s business other than liabilities expressly assumed by the Purchaser pursuant to the terms hereof), including any violation of laws occurring or alleged to have occurred on or prior to the Closing or (vi) any Taxes (or the nonpayment thereof) effective date of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than Seller) imposed on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”)Closing.

Indemnification of Purchaser. Seller Subject to the provisions of this Section 4.5, the Company will indemnify and Shareholders hold the Purchaser 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 the Purchaser may suffer or incur as a result of or relating to (a) any breach of any of the “Seller Indemnifying Parties”representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) hereby agree, jointly and severally, to hold harmless and indemnify any action instituted against the Purchaser and its officers, directors, shareholders, members, managers, employees, agents, representatives, parent, subsidiary and affiliatesin any capacity, or any of their successors and assigns his Affiliates, by any stockholder of the Company who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (hereinafter individually referred unless such action is solely based upon a material breach of the Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which is finally judicially determined to as a “Purchaser Indemnified Party”constitute fraud, gross negligence, bad faith or willful misconduct), or (c) in connection with the Registration Statement, the Company will indemnify the Purchaser, to the fullest extent permitted by applicable law, from and against any and all losses, liabilitiesclaims, damages, demands, claims, suits, actions, causes of action, judgments, assessmentsliabilities, costs and expenses, (including, without limitation, interest, penalties, reasonable attorneys’ fees actually fees) and expenses, as incurred, any and all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement arising out of any claim or litigation (collectively, “Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Purchaser Indemnified Party, directly or indirectly, as a result of, arising from, or relating directly or indirectly to: to (i) any inaccuracy untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against the Purchaser in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser 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 Purchaser. The Purchaser 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 Purchaser except to the extent that (x) the employment thereof has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel, or (z) in such action there is, in the reasonable opinion of counsel of the Company, a material conflict on any material issue between the position of the Company and the position of the Purchaser, 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 the Purchaser under this Agreement (1) for any settlement by the Purchaser effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the Purchaser’s breach or nonfulfillment of any of the representations or warranties made by Seller in this Agreement (a “Seller Misrepresentation”); (ii) any breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by Seller the Purchaser in this Agreement; (iii) Agreement or in the other Transaction Documents. The indemnification required by this Section 4.5 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 Retained Liabilities, cause of action or similar right of the Purchaser against the Company or others and any liabilities the Company may be subject to Section 1.05; (iv) all Actions arising out of the operation of the Business prior pursuant to the Closing Date; (v) Seller’s business prior to the Closing or (vi) any Taxes (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than Seller) imposed on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”)law.

Indemnification of Purchaser. (a) From and after the Effective Date, Seller and Shareholders (the “Seller Indemnifying Parties”) Axxxxxx Xxxxxx hereby agree, jointly and severally, to indemnify, defend, and hold harmless and indemnify Purchaser and its partners, officers, directors, shareholders, members, managers, employees, advisors, affiliates, agents, representatives, parent, subsidiary and affiliates, or any of their successors representatives and assigns (hereinafter individually referred to as a the “Purchaser Indemnified PartyIndemnitees”), ) from and against any and all lossesliabilities, liabilitiespenalties, damages, demandslosses, claims, suitscosts, actionsand expenses (including reasonable attorneys fees and expenses for the defense of any claim which, causes if proved, would give rise to an obligation of actionindemnity hereunder, judgmentsnotwithstanding that such claim may be settled prior to final judgment) BUT EXCLUDING INCIDENTAL, assessmentsCONSEQUENTIAL AND/OR PUNITIVE DAMAGES, costs AND/OR OTHER FORMS OF ECONOMIC LOSSES AS TO CLAIMS MADE BY PURCHASER BUT NOT BY THIRD PARTIES arising out of or resulting directly or indirectly from (a) breach, falsity, or inaccuracy of any warranty, representation or covenant by Seller contained in this Agreement; (b) failure of Seller fully to pay, satisfy, perform or discharge, or cause to be paid, satisfied, performed or discharged, any liabilities not expressly assumed by Purchaser pursuant to the terms hereof; (c) nonperformance of any obligations or covenants on the part of Seller under this Agreement; (d) the presence of any Hazardous Material or Hazardous Material Contamination upon or about the real property upon which the Business has heretofore been operated during Seller’s occupancy and expensesprior to the Effective Date; or (e) the conduct of the Business or of Seller’s employees, agents, or contractors prior to the Effective Date (other than liabilities expressly assumed by Purchaser pursuant to the terms hereof), including, without limitation, interest, penalties, reasonable attorneys’ fees actually incurred, any and all expenses incurred in investigating, preparing violation of laws occurring or defending against any litigation, commenced alleged to have occurred prior to the Effective Date or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Purchaser Indemnified Party, directly or indirectly, as a result of, arising from, related to, or relating directly or indirectly to: (i) any inaccuracy in or any breach or nonfulfillment of any of the representations or warranties made by Seller in this Agreement (a “Seller Misrepresentation”); (ii) any breach or nonfulfillment of any of the covenants or agreements made by Seller in this Agreement; (iii) any Retained Liabilities, subject to Section 1.05; (iv) all Actions arising out of the operation of connected with the Business prior to the Closing Effective Date; (v) Seller’s business prior to the Closing or (vif) any Taxes (loss to Purchaser due on account of a material breach or the nonpayment thereof) early termination of (A) an employment agreement with Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than Seller) imposed on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, hereafter a “Purchaser Indemnifiable ClaimsClaim”).

Indemnification of Purchaser. Seller and Shareholders UOL (the “Seller Indemnifying Parties”"Acquiror Indemnitor") hereby agreeagrees to defend, jointly indemnify and severally, to hold harmless and indemnify Purchaser and its officers, directors, shareholders, members, managers, employees, agents, representatives, parent, subsidiary and affiliates, or any of their successors and assigns (hereinafter each individually referred to as a “Purchaser Indemnified Party”)an "Acquiror Indemnitee", from and against collectively the "Acquiror Indemnitees") from, against, and in respect of the following: (a) any and all losses, liabilities, damages, demands, claims, suits, actions, causes of action, judgments, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees actually incurred, any and all expenses incurred in investigating, preparing deficiencies or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted againstliabilities caused by, resulting to, imposed upon, or incurred or suffered by any Purchaser Indemnified Party, directly or indirectly, as a result of, arising from, or otherwise relating directly or indirectly to: (i) any inaccuracy in or any breach or nonfulfillment of any of the representations or and warranties made by Seller of the Transferors contained in this Agreement (a “Seller Misrepresentation”)Agreement; (ii) any breach or nonfulfillment of failure by any of the covenants Transferors to perform or otherwise fulfill or comply with any undertaking or other agreement or obligation hereunder to be performed, fulfilled or otherwise complied with by UOL after the Closing (including but not limited to the undertakings, agreements made and obligations to be performed by Seller in this AgreementUOL pursuant to Section 6.4); (iii) any Retained Liabilities, subject to Section 1.05; (iv) all Actions unknown or undisclosed Liabilities of Ivy arising out of or related to the conduct or operation of the Business prior to the Closing Date; (v) Seller’s Ivy's business prior to the Closing or (vi) any Taxes (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than SellerLiabilities incurred in the ordinary course of business subsequent to the execution of this Agreement); and (iv) imposed on Sellerexcept as disclosed in Schedule 4.11, any and all legal, investment banking, accounting, auditing, and other professional fees and expenses of Ivy related to this Agreement and the transactions contemplated hereby; and (b) any and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys' fees (whether or not incurred by the Acquiror Indemnitees or in each caseconnection with investigating, defending, settling or prosecuting any action, suit, proceeding or claim against the Acquiror Indemnitor hereunder), incident to any of the items referred to herein or such indemnification; provided, however, that if any action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Acquiror Indemnitee in respect of which such Acquiror Indemnitee proposes to demand indemnification, such Acquiror Indemnitee shall notify UOL thereof within a reasonable period of time after assertion thereof, and such notice shall include copies of all periods ending on suit, service and claim documents, all other relevant documents in the possession of the Acquiror Indemnitee, and an explanation of the Acquiror Indemnitee's contentions and defenses with as much specificity and particularity as the circumstances permit, provided that the failure of the Acquiror Indemnitee to give such notice shall not relieve UOL of its obligations under this Section 10.1, if the Acquiror Indemnitee shall have demonstrated that: (i) it acted in good faith and without unreasonable delay; and (ii) UOL shall not have been prejudiced thereby. Subject to rights of or before duties to any insurer or other third Person having liability therefor, UOL shall have (subject to the Closing Dateprior written consent of Acquiror Indemnitee, which consent shall not be unreasonably withheld) the right within 10 days after receipt of such notice to assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand, or assessment, including, at its own expense, employment of counsel; provided further, however, that if UOL shall have exercised his right to assume such 17 18 control, the Acquiror Indemnitee: (x) may, in its sole discretion and expense, employ counsel to represent it (in addition to counsel employed by UOL) in any such matter, and in such event counsel selected by UOL shall be required to cooperate with such counsel of the Acquiror Indemnitee in such defense, compromise or settlement for the avoidance purpose of doubtinforming and sharing information with such Acquiror Indemnitee; and (y) shall, at its own expense, make available to UOL those employees of the Acquiror Indemnitees whose assistance, testimony or presence is reasonably deemed by UOL necessary or beneficial to assist UOL in evaluating and in defending any Taxes relating such action, suit, proceeding, claim, liability, demand or assessment; provided further, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of the Acquiror Indemnitees. Notwithstanding any other provisions of this Agreement to the 2011 Amended Tax Returns contrary, UOL shall have no liability under this Article 10 unless the aggregate amount of the damages and losses to the Acquiror Indemnitees from all claims finally determined and arising under the provisions of this Agreement exceed $10,000.00, and in such event UOL shall be required to pay only the amount by which the aggregate amount of such claims exceeds such amount. In calculating amounts payable pursuant to this Article 10, UOL shall receive credit for (collectivelyi) any reduction of actual tax liabilities of any Acquiror Indemnitee arising from facts giving rise to a claim of indemnification, “Purchaser Indemnifiable Claims”).and (ii) any insurance proceeds received with respect to any damages or losses that are the subject of a claim for indemnification hereunder. 10.2

Indemnification of Purchaser. Seller (i) From and Shareholders (after the “Seller Indemnifying Parties”) hereby agreeClosing, the Sellers shall, jointly and severally, to indemnify and hold harmless the Purchaser, each of its Affiliates (including, following the Closing, the Acquired Companies) and indemnify Purchaser each of its and its officerstheir respective managers, directors, shareholdersofficers, employees, members, managerspartners, employees, agents, representatives, parent, subsidiary and affiliates, or any of their successors and assigns permitted assignees (hereinafter individually referred to as a the “Purchaser Indemnified PartyIndemnitees”), from and against any and all losses, damages, liabilities, damagespenalties, demandsTaxes, claims, suits, actions, causes of actionfines, judgments, assessmentsawards, costs settlements, costs, fees and expenses, including, without limitation, interest, penalties, including costs of investigation and reasonable attorneys’ fees actually incurred, any and (all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (the foregoing collectively, “DamagesLosses”)) incurred, asserted againstsuffered, resulting to, imposed upon, paid or incurred or suffered sustained by any Purchaser Indemnified Party, directly or indirectly, Indemnitee as a result of, arising from, of or relating directly or indirectly to: in connection with (iA) any breach of or inaccuracy in or any breach or nonfulfillment of any of the representations or warranties made by Seller of the Sellers contained in this Agreement (a “Seller Misrepresentation”)Article IV; (iiB) any breach or nonfulfillment non-fulfillment of any covenant, agreement or obligation to be performed by any Acquired Company contained herein to be performed prior to or at the Closing; (C) Indemnified Taxes; (D) any claims made by Sellers or any Optionholder (or any direct or indirect holders thereof) with respect to the allocation of the covenants Purchase Price among Sellers and Optionholders (including the calculation and determination of their applicable Pro Rata Share, or agreements made by Seller the calculations and determinations set forth in this Agreementthe Payment Notice or in any Post-Closing Adjustment or disbursement of any Escrow Shares or cash from the Cash Escrow Fund at any time); (iiiE) dissenters’, appraisal or similar rights asserted by any equityholder of the Acquired Companies under any Law; (F) any Retained Liabilitiesunpaid Change in Control Payments, subject to Section 1.05Indebtedness, or Transaction Expenses; and (iv) all Actions arising out of the operation of the Business prior to the Closing Date; (v) Seller’s business prior to the Closing or (viG) any Taxes (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than Seller) imposed matter set forth on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”Schedule 10.1(a)(i)(G).

Indemnification of Purchaser. Seller The Company and Shareholders (the “Seller Indemnifying Parties”) hereby agree, Subsidiary shall jointly and severallyseverally indemnify, to defend and hold harmless and indemnify harmless, Purchaser and its officerspast, present and future directors, shareholders, members, managersofficers, employees, agents, representativessubsidiaries and Affiliates (the "Purchaser Indemnified Parties") for any and all loss, parentdamage, subsidiary expense (including court costs, amounts paid in settlement, judgments, attorneys' fees and affiliatesother expenses for investigating and defending), suit, action, claim, deficiency, Liability or obligation related to, resulting from, caused by or arising from (a) any breach of any representation or warranty made by the Company or the Subsidiary herein, in the Additional Agreements or in any other agreement, instrument or document delivered by the Company and the Subsidiary, or any of their successors and assigns (hereinafter individually referred to as a “Purchaser Indemnified Party”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, causes of action, judgments, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees actually incurred, any and all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, respective Affiliates pursuant hereto and any and all amounts paid claims made in settlement good faith based upon facts alleged that, if true, would have constituted any such inaccuracy or breach, (b) any failure to perform or breach of any claim covenant or litigation (collectively, “Damages”), asserted against, resulting to, imposed uponagreement made by the Company, or incurred the Subsidiary herein or suffered in the Additional Agreements or in any other agreement, instrument or document delivered by the Company or any Purchaser Indemnified Partyof their respective Affiliates pursuant hereto and any and all claims made in good faith based upon facts alleged that, directly if true, would have constituted any such breach or indirectlyfailure, as a result of, arising from, or relating directly or indirectly to: (ic) any inaccuracy claims made by the Stockholders or other Persons who claim any direct or indirect, past or present, right in or to any breach capital stock of or nonfulfillment of any of equity interest in the representations or warranties made by Seller in this Agreement (a “Seller Misrepresentation”); (ii) any breach or nonfulfillment of any of the covenants or agreements made by Seller in this Agreement; (iii) any Retained Liabilities, subject to Section 1.05; (iv) all Actions arising out of the operation of the Business prior to the Closing Date; (v) Seller’s business prior to the Closing or (vi) any Taxes (Company or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than Seller) imposed on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes Subsidiary relating to the 2011 Amended Tax Returns validity, fairness or enforceability of the terms of the transactions contemplated hereby or by the Additional Agreements, and (collectivelyd) the Service Agreement dated December 15, “Purchaser Indemnifiable Claims”1997 by and among LaCorporation du Centre D'Incubation D'Enterprises du Quebec Inc. and Dr. S. Iraj Najafi and Dr. Mark Paxx Xxxxxxx, and Newcx (cxxxxxxxxxxx, the "Damages").

Indemnification of Purchaser. Seller (i) From and Shareholders (after the “Seller Indemnifying Parties”) hereby agreeClosing, the Principal Owners shall, jointly and severally, to indemnify and hold harmless the Purchaser, each of its Affiliates (including, following the Closing, the Acquired Companies) and indemnify Purchaser each of its and its officerstheir respective managers, directors, shareholdersofficers, employees, members, managerspartners, employeesstockholders, agents, representatives, parent, subsidiary and affiliates, or any of their successors and assigns permitted assignees (hereinafter individually referred to as a the “Purchaser Indemnified PartyIndemnitees”), from and against any and all losses, damages, liabilities, damagespenalties, demandsTaxes, claims, suits, actions, causes of actionfines, judgments, assessmentsawards, costs settlements, costs, fees and expenses, including, without limitation, interest, penalties, including costs of investigation and reasonable attorneys’ fees actually incurred, any and fees) (all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (the foregoing collectively, “DamagesLosses”)) incurred, asserted againstsuffered, resulting to, imposed upon, paid or incurred or suffered sustained by any Purchaser Indemnified Party, directly or indirectly, Indemnitee as a result of, arising from, of or relating directly or indirectly to: in connection with (iA) any inaccuracy in or any breach or nonfulfillment inaccuracy in of any of the representations or warranties made by Seller in this Agreement (a “Seller Misrepresentation”)of the Sellers contained herein; (iiB) any breach or nonfulfillment non-fulfillment of any of covenant, agreement or obligation to be performed by (x) any Acquired Company contained herein to be performed prior to or at the covenants or agreements made by Closing, and (y) any Seller contained in this Agreement; (iiiC) Indemnified Taxes; (D) any Retained Liabilitiesclaims made by Sellers (or any direct or indirect holders thereof) with respect to the computation or allocation of the Purchase Price among Sellers (including the calculation and determination of their applicable Pro Rata Share, subject to Section 1.05Per Share Merger Consideration, or the calculations and determinations set forth in the Payment Notice or in any Post-Closing Adjustment or disbursement of any Escrow Shares at any time); (ivE) all Actions arising out dissenters’, appraisal or similar rights asserted by any equityholder of the operation of the Business prior to the Closing DateAcquired Companies under any Law; (v) Seller’s business prior to the Closing or (viF) any Taxes unpaid Change in Control Payments or Transaction Expenses; and (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (BG) any Person (other than Seller) imposed on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”)Special Indemnity Event.

Indemnification of Purchaser. Seller (and Shareholders (the “Seller Indemnifying Parties”its successors and assigns) hereby agree, jointly agrees to indemnify and severally, to hold harmless and indemnify Purchaser and its officersPurchaser, directorsthe Company, shareholders, members, managers, employees, agents, representatives, parenteach parent company, subsidiary and/or affiliate of either of the foregoing (including, without limitation, each Subsidiary) and affiliateseach shareholder, member, partner (or other owner), officer, director, manager, agent, employee, representative or similarly situated party of any of their successors and assigns the foregoing (hereinafter individually referred to as a “collectively, the "Purchaser Indemnified Party”), Parties") from and against any and all damages, losses, claims, liabilities, damages, demands, claimscharges, suits, actionspenalties, causes of actioncosts, judgments, assessments, and expenses (including court costs and expensesattorneys' fees and expenses incurred in investigating and preparing for any litigation, investigation, compliance action or proceeding but excluding such items as have been disclosed to the other party in writing prior to the Closing Date) (collectively, "Indemnifiable Costs"), including, without limitation, interestIndemnifiable Costs arising in connection with the commencement or assertion of any action, penaltiesinvestigation, reasonable attorneys’ fees actually incurredproceeding, demand, or claim by a third party, which includes, without limitation, any and all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation Governmental Authority (collectively, “Damages”a "Third-Party Action"), asserted against, resulting to, imposed upon, or incurred or suffered by which any of the Purchaser Indemnified Party, directly or indirectly, as a result ofParties may sustain, arising from, out of or relating directly or indirectly to: related to (i) any inaccuracy in or any breach or nonfulfillment default by Seller of any of the representations representations, warranties, covenants or warranties made by agreements of Seller contained in this Agreement (a “Seller Misrepresentation”); or any Transaction Document, (ii) any breach actual or nonfulfillment of any of the covenants alleged actions or agreements made omissions by Seller in this Agreement; or any affiliate of Seller (other than the Company and the Subsidiaries), regardless of whether occurring or existing before, on, or after the Closing Date, (iii) any Retained Liabilitiesactual or alleged actions or omissions by the Company, subject or any of the Company's directors, officers, shareholders, agents, employees, representatives, subsidiaries and/or affiliates occurring prior to Section 1.05; the Closing Date (regardless of whether such Indemnifiable Costs are asserted at any time before or after the Closing Date), or (iv) all Actions arising out any claim that the structure of the operation Company's or the Subsidiaries' businesses or business relationships violates any Laws of any Governmental Authority regulating or legislating the Business provision of or billing for healthcare or the practice of medicine, but only to the extent such claim or alleged claim specifically relates to acts occurring or circumstances existing prior to the Closing Date; (v) Seller’s business prior to . Notwithstanding the Closing or (vi) any Taxes (or the nonpayment thereof) of foregoing, (A) Seller (includingno Purchaser Indemnified Party shall be entitled to assert any claim for indemnification under this Section unless and until such time as all claims of such Purchaser Indemnified Party, for individually and not in combination with other Purchaser Indemnified Parties, exceed $50,000 in the avoidance aggregate, after which time all claims of doubtsuch Purchaser Indemnified Party in excess of $50,000 in the aggregate may be asserted, any Taxes required to be withheld by Seller) or and (B) any Person (other than Seller) imposed on Seller, in each case, in respect 's obligations under this Section shall not exceed the amount of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”)Purchase Price.

Indemnification of Purchaser. Seller and Shareholders (the “Seller Indemnifying Parties”) hereby agree, Sellers jointly and severally, to severally shall indemnify and hold harmless Purchaser, its Affiliates and indemnify Purchaser their respective successors and its the respective shareholders, officers, directors, shareholdersemployees and agents of each such indemnified Person, membersincluding, managersafter the Closing, employeesthe Sold Subsidiaries (collectively, agents, representatives, parent, subsidiary and affiliates, or any of their successors and assigns (hereinafter individually referred to as a the “Purchaser Indemnified PartyParties”), ) from and against any and all lossesLosses that may be asserted against or paid, liabilities, damages, demands, claims, suits, actions, causes of action, judgments, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees actually incurred, any and all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted against, resulting to, imposed upon, suffered or incurred or suffered by any Purchaser Indemnified PartyParty that, directly or indirectly, as a result arise out of, arising result from, are based upon or relating directly or indirectly relate to: (ia) any inaccuracy in or any breach or nonfulfillment of any of, as of the representations date of this Agreement or warranties the Closing Date, any representation and warranty made by Seller Sellers in this Agreement (a “Seller Misrepresentation”other than in the first sentence of Section 3.20 or with respect to the Disclosed Pre-Closing Product Liabilities); (ii) any breach or nonfulfillment of , in any of the Transaction Documents or in any certificate delivered by AAHC or any Seller pursuant to this Agreement; provided, that if any such representation or warranty (other than the representations and warranties contained in Section 3.4 [absence of undisclosed liabilities] and Section 3.5(a) [absence of changes - MAE]) is qualified in any respect by materiality or Business Material Adverse Effect, for purposes of this clause (a) such materiality or Business Material Adverse Effect qualification will in all respects be ignored; (b) any failure by any Seller to duly and timely perform or fulfill any of its covenants or agreements made required to be performed by any Seller in under this Agreement, the Transaction Documents or any certificate delivered by AAHC or any Seller pursuant to this Agreement; (iiic) any Retained Liabilities, subject to Section 1.05Excluded Liability; (ivd) all Actions arising out the failure of Sellers to comply with any bulk sales Laws and Purchaser’s waiver of compliance with such Laws; (e) any Excluded Taxes; (f) any Undisclosed Pre-Closing Valley Product Related Liabilities; (g) the matters set forth on Schedule 8.2(g) to this Agreement; and (h) the issue disclosed on Schedule 8.2(h) to this Agreement; provided, that Sellers shall be required to indemnify Purchaser with respect to such issue solely to the extent that one or more third parties has made one or more claims for damages against Purchaser or the Sold Subsidiaries, or Purchaser or one of the operation Sold Subsidiaries agrees to a recall at the request or demand of the Business prior to the Closing Date; (v) Seller’s business prior to the Closing or (vi) any Taxes (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than Seller) imposed on Sellera third party, in each casecase with respect to such issue; provided, in respect further, that the making of all periods ending on any claim shall not require the commencement of any litigation, arbitration or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”)similar proceedings.

Indemnification of Purchaser. Seller and Shareholders Each party to this Agreement (the “Seller Indemnifying PartiesIndemnitor”) hereby agree, jointly will indemnify and severally, hold the other party to hold harmless and indemnify Purchaser this Agreement (the “Indemnitee”) and its directors, officers, directors, shareholders, members, managerspartners, employeesemployees 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 Indemnitee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, representativesmembers, parent, subsidiary partners or employees (and affiliates, 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 their successors and assigns such controlling persons (hereinafter individually referred to as each, a “Purchaser Indemnified Indemnitee Party”), ) harmless from and against any and all losses, liabilities, damages, demandsobligations, claims, suitscontingencies, actions, causes of action, judgments, assessmentsdamages, costs and expenses, includingincluding all judgments, without limitationamounts paid in settlements, interest, penalties, court costs and reasonable attorneys’ fees actually incurred, and costs of investigation that any and all expenses incurred in investigating, preparing such Indemnitee Party may suffer or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Purchaser Indemnified Party, directly or indirectly, incur as a result of, arising from, of or relating directly or indirectly to: to (ia) any inaccuracy in or any breach or nonfulfillment of any of the representations or warranties made by Seller in this Agreement (a “Seller Misrepresentation”); (ii) any breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by Seller the Indemnitor in this Agreement or in the other Transaction Documents or (b) any action instituted against the Indemnitee Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Indemnitor who is not an Affiliate of such Indemnitee Parties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Indemnitee Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Indemnitee Parties may have with any such stockholder or any violations by such Indemnitee Parties of state or federal securities laws or any conduct by such Indemnitee Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Indemnitee Party in respect of which indemnity may be sought pursuant to this Agreement; , such Indemnitee Party shall promptly notify the Indemnitor in writing, and the Indemnitor shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee Party. Any Indemnitee 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 such Indemnitee Party except to the extent that (i) the employment thereof has been specifically authorized by the Indemnitor in writing, (ii) the Indemnitor 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 counsel, a material conflict on any Retained Liabilitiesmaterial issue between the position of the Indemnitor and the position of such Indemnitee Party, in which case the Indemnitor shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Indemnitor will not be liable to any Indemnitee Party under this Agreement (y) for any settlement by such Indemnitee Party effected without the Indemnitor’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to such Indemnitee Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.3 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 Indemnitee Party against the Indemnitor or others and any liabilities the Indemnitor may be subject to Section 1.05; (iv) all Actions arising out of the operation of the Business prior pursuant to the Closing Date; (v) Seller’s business prior to the Closing or (vi) any Taxes (or the nonpayment thereof) of (A) Seller (including, for the avoidance of doubt, any Taxes required to be withheld by Seller) or (B) any Person (other than Seller) imposed on Seller, in each case, in respect of all periods ending on or before the Closing Date, including, for the avoidance of doubt, any Taxes relating to the 2011 Amended Tax Returns (collectively, “Purchaser Indemnifiable Claims”)law.