Common use of Purchaser Indemnification Clause in Contracts

Purchaser Indemnification. In consideration of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") from and 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 Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the Company Indemnitees or any of them as a result ----------- of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Purchaser under this Agreement, provided that the Purchaser shall not be liable to an Company Indemnitee under this Section 9B for any liability if such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. In consideration of the Company's ------------------------- execution and delivery of this Agreement and in addition to all of the Purchaser's other obligations under this Agreementthe Transaction Documents, from and after the Closing, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, employees employees, and members and any of the foregoing persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") from and against any and all actions, causes of action, suits, ----------- claimsclaims (which actions, causes of action, suits and claims are made by third parties), losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the any Company Indemnitees or any of them Indemnitee as a result ----------- of, or arising out of, or relating to (a) any misrepresentation in or breach of any of representation or warranty made by the representations and warranties Purchaser in the Transaction Documents or any nonfulfillment other certificate or document contemplated hereby or thereby, (b) any breach of any covenant covenant, agreement or agreement on the part obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Company Indemnitee by a third party arising out of or resulting from the Purchaser's breach of the Transaction Documents or the Purchaser's breach of any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any liability of any Company Indemnitee to the extent it arises out of: (i) such Company Indemnitee's willful misconduct, gross negligence, or fraudulent action(s) or (ii) the breach of any representation, warranty or covenant in the Transaction Documents by such Company Indemnitee. The Purchaser shall be liable under this AgreementSection 7.5(b) in respect of Company Indemnified Liabilities only to the extent the aggregate of such Company Indemnified Liabilities exceed $10,000, provided that in which case the Purchaser shall not be liable to an Company Indemnitee under this Section 9B 7.5(b) for all Company Indemnified Liabilities up to a maximum aggregate amount equal to the greater of (i) the Cummins Family Produce Value or (ii) the Initial Closing Consideration Value. At the Purchaser's election, amounts payable under this Section 7.5(b) may be paid with Preferred Shares, which Preferred Shares shall be valued for such purposes at the Original Issue Price. To the extent permitted by law, the parties acknowledge and agree that the indemnification set forth in this Section 7.5(b) shall be the exclusive remedy of the Company Indemnitees against the Purchaser for any liability if such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this AgreementIndemnified Liabilities. To the extent that the foregoing undertaking by the Purchaser in this Section 7.5(b) may be unenforceable for any reason, and subject to the limitations set forth above, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. In consideration of the Company's ------------------------- ’s execution and delivery of this Agreement and issuing the Securities hereunder and in addition to all of the Purchaser's ’s other obligations under this Agreementthe Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its partners, officers, directors, employees employees, members and direct and indirect investors and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "“Company ------- Indemnitees"”) from and 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 Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' attorney’s fees and disbursements (the "“Company Indemnified ------------------- Liabilities"”), incurred by any Company Indemnitee relating to violations of the Company Indemnitees or any of them 1933 Act, as a result ----------- of, or arising out of, or relating to (a) any misrepresentation in or breach of any of representation or warranty made by the representations and warranties Purchaser in the Transaction Documents or any nonfulfillment other certificate or document contemplated hereby or thereby, (b) any breach of any covenant covenant, agreement or agreement on the part obligation of the Purchaser under this Agreementcontained in the Transaction Documents or any other certificate or document contemplated hereby or thereby. Notwithstanding the foregoing, provided that Company Indemnified Liabilities shall not include any liability of any Company Indemnitee arising out of such Company Indemnitee’s gross negligence or willful misconduct and the Purchaser shall not only be liable required to an Company Indemnitee under this Section 9B for any liability if such liability is caused solely make indemnification to the extent of the aggregate dollar amount of the Notes purchased by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreementit. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. In consideration of addition to damages for which ------------------------- Purchaser may be liable under law or equity or under the Company's ------------------------- execution and delivery terms of this Agreement or any other applicable agreements, and all subject to the provisions of Purchaser's obligations under this AgreementSection 10.4 - "Indemnification Procedure", below, Purchaser shall defendindemnify, protect, indemnify defend and hold harmless the Company Company, its affiliates and all of its officers, directors, employees and agents (includingthereof, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") harmless from and against any and all actionsclaims, causes of action, suits, ----------- claimsliabilities, losses, damages, costs and expenses (including without limitation reasonable attorney's fees, expenses and settlement costs, penaltiesincluding appeal proceedings) (collectively, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- LiabilitiesDamages"), incurred which the Company or any of its Affiliates and all officers, directors, employees and agents thereof may at any time sustain or incur by reason of or in connection with any claim, demand or other action initiated by any person or entity, arising from, related to or in any way connected with (i) Purchaser's conduct under this Agreement and any other applicable agreements; (ii) Purchaser's breach of this Agreement; (iii) Purchaser's failure to comply with applicable laws and regulations; or (iv) Purchaser's relations with anyone else, particularly regarding statements, representations or warranties made by Purchaser not expressly authorized in writing by the Company Indemnitees or hereunder. Furthermore, Purchaser shall indemnify and hold the Company harmless from and against any of them as a result ----------- ofand all claims, costs, damages and liabilities whatsoever asserted by any employee, agent, or arising out of, or relating to any misrepresentation in or breach representative of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Purchaser under this Agreementany applicable termination, provided that the labor, social security or other similar laws and regulations. Purchaser shall not be liable obliged to an indemnify the Company Indemnitee under this Section 9B for from any liability if such liability is caused solely by such ---------- Company Indemnitee's fraudliability, willful misconduct loss, damage, cost or gross negligence or default or breach under this Agreement. To expense, to the extent that the foregoing undertaking such liability, loss, damage, cost or expense was caused by any intentional or grossly negligent act or omission or misrepresentation, or by breach of obligations specified in this Agreement by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable lawCompany.

Purchaser Indemnification. In consideration of the Company's ------------------------- execution Purchaser agrees to indemnify Prospect and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its respective officers, directors, employees and agents representatives (includingthe "Seller Indemnitees") and hold them harmless against any actual Loss which any Prospect Indemnitee may suffer, without limitationsustain or become subject to, those retained as the result of (i) the breach by Purchaser of any representation, warranty, covenant or agreement made by Purchaser contained in this Agreement or in any writing schedule, closing document or financial statement delivered by Purchaser in connection with the transactions contemplated by this Agreement, (ii) (collectively, the "Company ------- Indemnitees") from and against any and all actions, causes of action, suitsdemand, ----------- claimsproceeding, lossesinvestigation or claim by any party (including governmental agencies) against or affecting any Seller Indemnitee which, costsif successful, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective would give rise to or evidence the existence of whether any such Company Indemnitee is or relate to a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the Company Indemnitees or any of them as a result ----------- of, or arising out of, or relating to any misrepresentation in or breach of any of the representations, warranties, covenants or agreements of Purchaser, (iii) any claims of any brokers or finders claiming by, through or under Purchaser, or (iv) any claims by a third party relating to any liabilities assumed by Capital. With respect to any claim or claims for breaches or alleged breaches of representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Purchaser under this Agreement, provided that the Purchaser shall contained in Article 4 hereof Capital will not be liable with respect to an Company Indemnitee under this Section 9B any such breach or alleged breach unless written notice of a possible claim for any liability if indemnification with respect to such liability breach or alleged breach is caused solely given by Seller (i) on or before twelve (12) months after the Closing Date (the "Survival Date"), it being understood that so long as such ---------- Company Indemnitee's fraud, willful misconduct written notice is given on or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution prior to the payment Survival Date regarding any actual or potential claim, such representations and satisfaction of each warranties shall continue to survive until such matter is resolved, notwithstanding the passing of the Company Indemnified Liabilities which is permissible under Survival Date. Notwithstanding the foregoing, any breaches or alleged breaches of the covenants or agreements contained herein, shall survive the Closing and will be subject to the applicable lawstatute of limitations.

Purchaser Indemnification. In consideration of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall defendindemnify, protect, indemnify defend and hold harmless the Company Seller and all of its officers, directorsemployees, employees agents, successors and agents assigns (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- IndemniteesSeller Indemnified Parties") from and against any and all actions, causes of action, suits, ----------- claims, losses, costs, penalties, fees, liabilities and damages, and expenses Losses incurred in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought)with, and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the Company Indemnitees or any of them as a result ----------- of, or arising out of, resulting from or relating incident to (1) any misrepresentation in inaccuracy or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant representation, warranty, covenant, or agreement on the part of the Purchaser under contained herein or in any instrument delivered pursuant to this Agreement, provided (2) Assumed Liabilities (to the extent of the amount of such Liability represented by Seller in the Disclosure Schedule), or (3) use of the trade name "BBI Clinical Laboratories" in violation of the Trademark License Agreement, and (4) the operation of the Business by Purchaser or the Purchaser's ownership, operation or use of the Assets following the Closing; provided, however, that Seller may not make any claims against Purchaser unless the aggregate Losses incurred or sustained exceed $175,000 and then only for the amount in excess of $175,000 (the "Purchaser Deductible Amount"). In the event that the Purchaser Deductible Amount has been equaled or exceeded, including for purposes of calculating the Purchaser Deductible Amount, the Seller shall only be entitled to assert individual claims in the amount of One Thousand Dollars ($1,000) or more, it being intended that individual claims in an amount less than One Thousand Dollars ($1,000) shall be disregarded for such purposes. Purchaser shall not be liable to an Company Indemnitee have any liability under its indemnification obligations under this Section 9B for Article IX to any liability if such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each Seller Indemnified Party in excess of the Company Indemnified Liabilities which is permissible under applicable lawPurchase Price in the aggregate.

Purchaser Indemnification. In consideration of the Company's ------------------------- ’s execution and delivery of this Agreement and issuing the Shares hereunder and in addition to all of Purchaser's ’s other obligations under this the Agreement, Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its partners, officers, directors, employees employees, members and direct and indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "“Company ------- Indemnitees"”) from and 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 Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' attorney’s fees and disbursements (the "“Company Indemnified ------------------- Liabilities"”), incurred by any Company Indemnitee relating to violations of the Company Indemnitees or any of them Securities Act, as a result ----------- of, or arising out of, or relating to (a) any misrepresentation in or breach of any of representation or warranty made by Purchaser in the representations and warranties Agreement or any nonfulfillment other certificate or document contemplated hereby or thereby, (b) any breach of any covenant covenant, agreement or agreement on obligation of Purchaser contained in the part of Agreement or any other certificate or document contemplated hereby or thereby. Notwithstanding the Purchaser under this Agreementforegoing, provided that the Purchaser Company Indemnified Liabilities shall not be liable to an include any liability of any Company Indemnitee under this Section 9B for any liability if arising out of such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or ’s gross negligence or default or breach under this Agreementwillful misconduct and Purchaser shall only be required to make indemnification to the extent of the aggregate dollar amount of Purchaser’s Purchase Price. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. 3.4.1 In consideration accordance with the terms of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Limited Access Agreement, Purchaser shall defendindemnify, protect, indemnify and hold harmless and defend Seller and the Company Trust, together with each of their Affiliates, parent and all of its subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, employees trustees, shareholders, counsel, representatives, agents and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) Property Manager (collectively, the "Company ------- Indemnitees") including each Seller, “Seller’s Indemnified Parties”), from and against any and all actual damages, mechanics’ liens, materialmen’s liens, liabilities, penalties, interest, actual losses, demands, actions, causes of action, suits, ----------- claims, losses, costs, penalties, fees, liabilities and damages, out-of-pocket costs and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees ’ fees, including the cost of in-house counsel and disbursements appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the "Company Indemnified ------------------- Liabilities")Feasibility Period or otherwise; provided, incurred by the Company Indemnitees or any of them as a result ----------- ofhowever, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Purchaser under this Agreement, provided that the Purchaser shall not be liable to an Company Indemnitee under this Section 9B for any liability if such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking indemnity shall not extend to, and in no event shall Purchaser or its Consultants be liable for, any Losses to the extent arising from (a) the negligence or intentional misconduct of the Seller’s Indemnified Parties or their contractors, tenants, occupants or other users of the Property, employees, agents or representatives, vendors, contractors, or employees of the Sellers, or (b) any pre-existing condition(s) on or about the Property (except to the extent exacerbated by the negligence or willful misconduct of Purchaser may be unenforceable for any reasonor its Consultants and then, the Purchaser shall make the maximum contribution only to the payment and satisfaction extent so exacerbated). The provisions of each this Section 3.4.1 shall survive the termination of this Contract for a period of two (2) years from the Company Indemnified Liabilities which is permissible under applicable lawEffective Date.

Purchaser Indemnification. In consideration of the Company's ------------------------- execution Purchaser covenants and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall agrees to defend, protect, indemnify and save and hold harmless the Company and all of Seller, together with its officers, directors, employees partners, shareholders, employees, trustees, affiliates, beneficial owners, attorneys and agents (includingrepresentatives, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") from and against any and all actions, causes of action, suits, ----------- claims, losses, costs, penaltiesexpenses, feesliabilities, liabilities and damagesclaims or legal damages including, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought)without limitation, and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities")of counsel and accountants and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding, whether incurred by the Company Indemnitees or any of them as in connection with a result ----------- ofclaim against Seller, Company, or a third party claim up to the total amount of Purchaser’s Purchase Price arising out of, of or relating to resulting from: (i) any misrepresentation inaccuracy in or material breach of any of the representations and warranties or any nonfulfillment or breach of any representation, warranty, covenant or agreement on made by Purchaser in this Agreement at Closing, (ii) the part failure of the Purchaser under to materially perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement, provided and (iii) any obligations and liabilities in respect of the Company from and after the Closing Date, provided, however, that the (a) Purchaser shall not have any obligation to indemnify Seller from and against any such Losses (i) until the aggregate amount of all Losses incurred or suffered with respect to all claims exceeds $50,000.00 (the “Basket”) and in such event Purchaser shall be liable for the amount in excess of the Basket up to an Company Indemnitee under this Section 9B for any liability if such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution amount set forth herein and (b) except with respect to the payment actions that will be taken by Purchaser, there will be no obligation to indemnify Seller from and satisfaction against Losses incurred or suffered with respect to claims or otherwise in excess of each an aggregate of the Company Indemnified Liabilities which is permissible under applicable lawPurchase Price paid hereunder.

Purchaser Indemnification. In consideration addition to all of the CompanyPurchaser's ------------------------- execution and delivery of other obligations under this Agreement and all of Purchaser's obligations under this Agreementthe Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company Company, its past and present Affiliates and their successors and assigns (in accordance with the provisions of Section 6.5 hereof), each other holder of the M Shares and all of its their stockholders, officers, directors, employees and direct or indirect investors and any of the foregoing Person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") from and against any and all actions, causes of action, suits, ----------- claims, losses, costsproceedings, costs (as incurred), penalties, feesfees (including legal fees and expenses), liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee Indemnity is a party to the action for which indemnification hereunder is sought), and including reasonable interest, penalties and attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the Company Indemnitees or any of them Indemnitee as a result ----------- of, or arising out of, or relating to (a) any misrepresentation in or breach of any of representation or warranty made by the representations and warranties Purchaser in this Agreement or in the Transaction Documents, or any nonfulfillment other certificate, instrument or document contemplated hereby or thereby or (b) any breach of any covenant covenant, agreement or agreement on obligation of the part Purchaser contained in this Agreement or the Transaction Documents, or any other certificate, instrument or document contemplated hereby or thereby. The indemnification obligations of the Purchaser under this Agreement, provided that paragraph shall be in addition to any liability which the Purchaser may otherwise have, shall not extend upon the same terms and conditions to any affiliate of the Company and officers, directors, agents, employees and controlling Persons (if any), as the case may be, of the Company and any such affiliate, and shall be liable binding upon and inure to an the benefit of any successors, assigns, heirs and personal representatives of the Purchaser, the Company Indemnitee under this Section 9B for and any such affiliate and any such Person. The Purchaser also agrees that neither the Company nor any such Affiliates, officers, directors, agents, employees or controlling Persons shall have any liability if such liability is caused solely to the Purchaser or any Person asserting claims on behalf of or in right of the Purchaser in connection with or as a result of the consummation of this Agreement or any of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by such ---------- Company Indemnitee's fraud, willful misconduct or the Purchaser result from the gross negligence or default willful misconduct of the Company or breach under entity in connection with the transactions contemplated by this AgreementAgreement or the Transaction Documents. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. In consideration of the Company's ------------------------- ’s execution and delivery of this Agreement and the Registration Rights Agreement and issuing the Note hereunder and in addition to all of the Purchaser's ’s other obligations under this Agreementthe Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its partners, officers, directors, employees employees, members and direct and indirect investors and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "“Company ------- Indemnitees"”) from and 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 Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' attorney’s fees and disbursements (the "“Company Indemnified ------------------- Liabilities"”), incurred by any Company Indemnitee relating to violations of the Company Indemnitees or any of them 1933 Act, as a result ----------- of, or arising out of, or relating to (a) any misrepresentation in or breach of any of representation or warranty made by the representations and warranties Purchaser in the Transaction Documents or any nonfulfillment other certificate or document contemplated hereby or thereby, (b) any breach of any covenant covenant, agreement or agreement on the part obligation of the Purchaser under this Agreementcontained in the Transaction Documents or any other certificate or document contemplated hereby or thereby. Notwithstanding the foregoing, provided that Company Indemnified Liabilities shall not include any liability of any Company Indemnitee arising out of such Company Indemnitee’s gross negligence or willful misconduct and the Purchaser shall not only be liable required to an Company Indemnitee under this Section 9B for any liability if such liability is caused solely make indemnification to the extent of the aggregate dollar amount of the Notes purchased by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreementit. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Article VIII, Section 8.2 shall be the same as those set forth in Section 6 (other than Section 6(b)) of the Registration Rights Agreement, including, without limitation, those procedures with respect to the settlement of claims and Purchaser’s right to assume the defense of claims.

Purchaser Indemnification. In consideration of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall defendindemnify the Equityholders and each of respective agents, protectrepresentatives, indemnify and hold harmless the Company and all of its officers, directorsdirectors and employees, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") from and 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 Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), “Equityholder Recipient Indemnitees”) against and from all Damages incurred by the Company Indemnitees or any of them Equityholder Recipient Indemnitee as a result ----------- of, or arising out of, or relating to by virtue of (a) any misrepresentation inaccuracy in or breach of any representation and warranty made by Purchaser to Seller in Section 4; (b) any material breach by Purchaser of any of the covenants or obligations made by them under this Agreement (including the obligations under this Article 8) or (c) any Assumed Liabilities; provided that, this Section 8.1(g) shall not restrict the Purchaser Indemnified Persons from seeking recovery for breaches of the representations and warranties as provided in this Agreement. Any claim pursuant to this Section 8.1(g) may be made only by Seller on behalf of the Equityholders or in the event Seller experiences a change of control, dissolution or otherwise winds up its affairs, Seller’s designee. Parent hereby unconditionally guarantees Seller it will satisfy any nonfulfillment indemnification obligation of Purchaser or its Affiliates to the Equity Recipient Indemnitees that Purchaser or its Affiliates does not fulfill. For the avoidance of doubt, the survival period in this Section 8.1 is intended to and hereby does replace the applicable statutes of limitations that would otherwise apply to a claim for breach of any representation, warranty, covenant or agreement on the part of the Purchaser under obligation contained in this Agreement or any other Transaction Agreement, provided that the Purchaser shall not be liable to an Company Indemnitee under this Section 9B for any liability if such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. In consideration addition to all of the CompanyPurchaser's other ------------------------- execution and delivery of obligations under this Agreement and all of Purchaser's obligations under this Agreementthe Transaction Documents, the Purchaser shall defend, protect, indemnify and hold harmless the Company Company, its past and present Affiliates and their successors and assigns (in accordance with the provisions of Section 6.5 hereof), each other holder of the M Shares and all of its their stockholders, officers, directors, employees and direct or indirect investors and any of the foregoing Person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") ----------- from and against any and all actions, causes of action, suits, ----------- claims, losses, costsproceedings, costs (as incurred), penalties, feesfees (including legal fees and expenses), liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee Indemnity is a party to the action for which indemnification hereunder is sought), and including reasonable interest, penalties and attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the Company Indemnitees or ----------------------- any of them Indemnitee as a result ----------- of, or arising out of, or relating to (a) any misrepresentation in or breach of any of representation or warranty made by the representations and warranties Purchaser in this Agreement or in the Transaction Documents, or any nonfulfillment other certificate, instrument or document contemplated hereby or thereby or (b) any breach of any covenant covenant, agreement or agreement on obligation of the part Purchaser contained in this Agreement or the Transaction Documents, or any other certificate, instrument or document contemplated hereby or thereby. The indemnification obligations of the Purchaser under this Agreement, provided that paragraph shall be in addition to any liability which the Purchaser may otherwise have, shall not extend upon the same terms and conditions to any affiliate of the Company and officers, directors, agents, employees and controlling Persons (if any), as the case may be, of the Company and any such affiliate, and shall be liable binding upon and inure to an the benefit of any successors, assigns, heirs and personal representatives of the Purchaser, the Company Indemnitee under this Section 9B for and any such affiliate and any such Person. The Purchaser also agrees that neither the Company nor any such Affiliates, officers, directors, agents, employees or controlling Persons shall have any liability if such liability is caused solely to the Purchaser or any Person asserting claims on behalf of or in right of the Purchaser in connection with or as a result of the consummation of this Agreement or any of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by such ---------- Company Indemnitee's fraud, willful misconduct or the Purchaser result from the gross negligence or default willful misconduct of the Company or breach under entity in connection with the transactions contemplated by this AgreementAgreement or the Transaction Documents. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. In consideration of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") from and 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 Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the Company Indemnitees or any of them as a result ----------- of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Purchaser under this AgreementAgreement or the Transaction Documents, provided that the Purchaser shall not be liable to an Company Indemnitee under this Section 9B for any liability if such liability is ---------- caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this AgreementAgreement or the Transaction Documents. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. In consideration of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Agreement, 3.4.1 Purchaser shall defendindemnify, protect, indemnify and hold harmless the Company and, if requested by Seller (in Seller's sole discretion), defend (with counsel approved by Seller) Seller, together with Seller's affiliates, parent and all of its subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, employees trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) AIMCO (collectively, the including Seller, "Company ------- IndemniteesSeller's Indemnified Parties") ), from and against any and all damages, mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, suits, ----------- claims, losses, costs, penalties, fees, liabilities and damages, costs and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees fees, including the cost of appeals) (collectively, "Losses") arising from or related to Purchaser's or its Consultants' entry onto the Property, and disbursements (any Inspections or other acts by Purchaser or Purchaser's Consultants with respect to the "Company Indemnified ------------------- Liabilities"), Property during the Feasibility Period or otherwise. Purchaser shall not be liable for any damages incurred by Seller resulting from the Company Indemnitees mere discovery of a pre-existing condition at or with regard to the Property, if such pre-existing condition is not exacerbated by any act or omission of them as a result ----------- ofPurchaser; provided, or arising out ofhowever, or relating to any misrepresentation in or breach of any if Purchaser proceeds with acquisition of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part Property after expiration of the Feasibility Period, Purchaser under this Agreementshall accept the Property subject to such pre-existing condition and any liabilities associated therewith. Notwithstanding the foregoing, provided that the Purchaser shall not be liable to an Company Indemnitee under this Section 9B for Seller in any liability if manner on account of any of Purchaser's discussions with the Association (or its attorneys) regarding the Facilities Agreement or the Association Litigation (as defined herein) unless (in the course of such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the discussions) Purchaser shall make willfully or maliciously seek or attempt to undermine the maximum contribution to position of Seller in connection with the payment and satisfaction of each of Facilities Agreement or the Company Indemnified Liabilities which is permissible under applicable lawAssociation Litigation.

Purchaser Indemnification. In consideration of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- Indemnitees") from and 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 Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the ------------------------------- Company Indemnitees or any of them as a result ----------- of, or arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the Purchaser under this Agreement, provided that the Purchaser shall not be liable to an Company Indemnitee under this Section 9B for any liability ---------- if such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. In consideration of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall defendindemnify, protect, indemnify defend and hold harmless the Company Seller and all of its officers, directorsemployees, employees agents, successors and agents assigns (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Company ------- IndemniteesSELLER INDEMNIFIED PARTIES") from and against any and all actions, causes of action, suits, ----------- claims, losses, costs, penalties, fees, liabilities and damages, and expenses Losses incurred in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought)with, and including reasonable attorneys' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), incurred by the Company Indemnitees or any of them as a result ----------- of, or arising out of, resulting from or relating incident to (1) any misrepresentation in inaccuracy or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant representation, warranty, covenant, or agreement on the part of the Purchaser under contained herein or in any instrument delivered pursuant to this Agreement, provided (2) Assumed Liabilities (to the extent of the amount of such Liability represented by Seller in the Disclosure Schedule), or (3) use of the trade name "BBI Clinical Laboratories" in violation of the Trademark License Agreement, and (4) the operation of the Business by Purchaser or the Purchaser's ownership, operation or use of the Assets following the Closing; PROVIDED, HOWEVER, that Seller may not make any claims against Purchaser unless the aggregate Losses incurred or sustained exceed $175,000 and then only for the amount in excess of $175,000 (the "PURCHASER DEDUCTIBLE AMOUNT"). In the event that the Purchaser Deductible Amount has been equaled or exceeded, including for purposes of calculating the Purchaser Deductible Amount, the Seller shall only be entitled to assert individual claims in the amount of One Thousand Dollars ($1,000) or more, it being intended that individual claims in an amount less than One Thousand Dollars ($1,000) shall be disregarded for such purposes. Purchaser shall not be liable to an Company Indemnitee have any liability under its indemnification obligations under this Section 9B for ARTICLE IX to any liability if such liability is caused solely by such ---------- Company Indemnitee's fraud, willful misconduct or gross negligence or default or breach under this Agreement. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each Seller Indemnified Party in excess of the Company Indemnified Liabilities which is permissible under applicable lawPurchase Price in the aggregate.