Common use of Purchaser Indemnification Clause in Contracts

Purchaser Indemnification. From and after the Closing (but subject to the limitations set forth in Sections 12.3 and 12.4), Seller will indemnify and save harmless Purchaser and Kedrion, and each of their respective officers, directors, employees and agents (collectively, the “Purchaser Indemnified Parties” and each of them, a “Purchaser Indemnified Party”), from and against any and all Damages which any of Purchaser Indemnified Parties may suffer or incur as a result of, in respect of or arising out of: (a) any failure of Seller to perform or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (b) any breach, default or violation of any representation or warranty given by Seller set forth in Article 4 and Article 5 for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages arising out of or resulting from (i) all unpaid Taxes with respect to all taxable years or periods of the Corporations ending on or prior to the Closing which are not taken into account in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties or additions imposed thereon, (ii) all Taxes with respect to any breach of or inaccuracy in any representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) of the Code, and (iv) any Taxes attributable to receipt of indemnification pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case by the Purchaser Indemnified Parties. (d) any debts or liabilities whatsoever for Taxes of any of the Corporations with respect to any and all Pre-Closing Tax Periods or the portion (the “Pre-Closing Portion”) of any Straddle Period ending on the day before the Closing Date, to the extent not taken into account in the Closing Statement; (e) any debts or liabilities whatsoever relating to Pre-Closing Reorganization, to the extent not taken into account in the Closing Statement; and (f) any Indebtedness to the extent not taken into account in the Closing Statement.

Purchaser Indemnification. From The Purchaser will, if Registrable Securities held by the Purchaser are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and after officers, other holders of the Closing (but subject to Company’s securities covered by such Registration Statement, each person who controls the limitations set forth in Sections 12.3 and 12.4), Seller will indemnify and save harmless Purchaser and KedrionCompany within the meaning of Section 15 of the Securities Act, and each such holder, each of their respective officers, directors, employees its officers and agents (collectively, the “Purchaser Indemnified Parties” directors and each person controlling such holder within the meaning of themSection 15 of the Securities Act, a “Purchaser Indemnified Party”)against all claims, from losses, damages and against any and all Damages which any of Purchaser Indemnified Parties may suffer liabilities (or incur as a result of, actions in respect of or arising out of: (athereof) any failure of Seller to perform or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (b) any breach, default or violation of any representation or warranty given by Seller set forth in Article 4 and Article 5 for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages arising out of or resulting from based on: (iA) all unpaid Taxes with respect any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to all taxable years state therein a material fact required to be stated therein or periods of necessary to make the Corporations ending on or prior statements therein not misleading, to the Closing which are not taken into account in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties or additions imposed thereon, (ii) all Taxes with respect to any breach of or inaccuracy in any representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) of the Codeextent, and only to the extent, that such untrue statement (ivor alleged untrue statement) any Taxes attributable or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to receipt of indemnification pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case Company by an instrument duly executed by the Purchaser Indemnified Parties. and stated to be specifically for use therein, or (dB) any debts violation by the Purchaser of the Securities Act, the Exchange Act, state securities laws or liabilities whatsoever any rule or regulation promulgated under such laws applicable to the Purchaser, and in each case, the Purchaser will reimburse the Company, each other holder, and directors, officers, persons, underwriters or control persons of the Company and the other holders for Taxes any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Section 5.3(h)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 5.3(h)(ii) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to the Purchaser of the Corporations with respect to securities sold in any and all Pre-Closing Tax Periods or the portion (the “Pre-Closing Portion”) of any Straddle Period ending on the day before the Closing Date, to the extent not taken into account in the Closing Statement; (e) any debts or liabilities whatsoever relating to Pre-Closing Reorganization, to the extent not taken into account in the Closing Statement; and (f) any Indebtedness to the extent not taken into account in the Closing Statementsuch registration.

Purchaser Indemnification. From Purchaser shall indemnify, defend and after the Closing (but subject to the limitations set forth in Sections 12.3 hold harmless Seller and 12.4), Seller will indemnify and save harmless Purchaser and Kedrion, and each of their respective its officers, directorsemployees, employees agents, successors and agents assigns (collectively, the “Purchaser "Seller Indemnified Parties” and each of them, a “Purchaser Indemnified Party”), ") from and against any and all Damages which any of Purchaser Indemnified Parties may suffer or incur as a result ofLosses incurred in connection with, in respect of or arising out of: , resulting from or incident to (a1) any failure of Seller to perform inaccuracy or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (b) any breach, default or violation breach of any representation representation, warranty, covenant, or warranty given by Seller set forth in Article 4 and Article 5 for which a notice agreement of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages arising out of Purchaser contained herein or resulting from (i) all unpaid Taxes with respect to all taxable years or periods of the Corporations ending on or prior to the Closing which are not taken into account in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties or additions imposed thereon, (ii) all Taxes with respect to any breach of or inaccuracy in any representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) of the Code, and (iv) any Taxes attributable to receipt of indemnification instrument delivered pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case by the Purchaser Indemnified Parties. (d2) any debts or liabilities whatsoever for Taxes of any of the Corporations with respect to any and all Pre-Closing Tax Periods or the portion Assumed Liabilities (the “Pre-Closing Portion”) of any Straddle Period ending on the day before the Closing Date, to the extent not taken into account of the amount of such Liability represented by Seller in the Closing Statement; Disclosure Schedule), or (e3) 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 debts claims against Purchaser unless the aggregate Losses incurred or liabilities whatsoever relating 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 Pre-Closing Reorganization, to the extent not taken into account assert individual claims in the Closing Statement; and amount of One Thousand Dollars (f$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 have any Indebtedness liability under its indemnification obligations under this Article IX to any Seller Indemnified Party in excess of the extent not taken into account Purchase Price in the Closing Statementaggregate.

Purchaser Indemnification. From The Purchaser shall indemnify the Selling Shareholders and after the Closing (but subject to the limitations set forth in Sections 12.3 and 12.4), Seller will indemnify and save harmless Purchaser and Kedrion, their Affiliates and each of their respective officersRepresentatives, directors, employees successors and agents assigns (collectively, the “Purchaser "Selling Shareholders Indemnified Parties” and ") (each of them, a “Purchaser the Selling Shareholders Indemnified Party”), from Parties and against any and all Damages which any of the Purchaser Indemnified Parties shall be referred to as an "Indemnified Party") and hold each of them harmless from and against, and pay on behalf of or reimburse any such Selling Shareholders Indemnified Party, in respect of the entirety of any Loss which such Selling Shareholders Indemnified Party may suffer suffer, sustain or incur become subject to, as a result of, in respect of or arising out of, relating to or in connection with: (ai) any failure of Seller to perform inaccuracy in or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (b) any breach, default or violation breach of any representation or warranty given of Purchaser or Parent contained in this Agreement or in any Transaction Document: (i) as of the date of this Agreement and (ii) as of the respective Closing(in each of (i) and (ii) except in the case of any representation or warranty which by Seller its terms speaks only as of a specified date or dates, in which case the inaccuracy or breach shall be determined as of such date or dates), in each case without giving effect to: (A) any limitation or qualification as to "materiality," "material," "Material Adverse Effect" or similar qualifiers set forth in Article 4 such representation or warranty for purposes of determining whether there is a breach and Article 5 for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages Losses resulting from, arising out of or resulting relating to such breach or (B) any update of or modification to the Purchaser Disclosure Schedule made or purported to have been made on or after the date of this Agreement, unless such update or modification results from (i) all unpaid Taxes with respect changes of facts between the date of this Agreement and the respective Closing Date which do not constitute a Material Adverse Effect as to all taxable years the Parent, and except that changes to the authorized and issued share capital of Parent between the date hereof and the respective Closing Date may not be deemed as an inaccuracy or periods a breach of the Corporations ending on or representations and warranties contained in ‎Section 5.06 (Capitalization). It is hereby agreed and clarified that prior to the Closing which are not taken into account relevant Closing, Purchaser shall be allowed to notify the respective Company as to changes in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties such Parent's or additions imposed thereon, (ii) all Taxes with respect to any breach of or inaccuracy in any Purchaser's representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) as of the Code, respective Closing Date resulting from changes of facts between the date of this Agreement and (iv) any Taxes attributable to receipt the date of indemnification pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case by the Purchaser Indemnified Parties. (d) any debts or liabilities whatsoever for Taxes of any of the Corporations with respect to any and all Pre-Closing Tax Periods or the portion (the “Pre-Closing Portion”) of any Straddle Period ending on the day before the respective Closing Date, and, provided that such changes shall not constitute a Material Adverse Effect as to the extent Parent, the Selling Shareholders of the respective Company shall not taken into account in the Closing Statement; (e) be entitled to any debts or liabilities whatsoever relating indemnification due to Pre-Closing Reorganization, to the extent not taken into account in the Closing Statementsuch changes; and (fii) any Indebtedness to breach of any covenant or obligation of the extent not taken into account Purchaser or Parent in the Closing Statementthis Agreement or in any other Transaction Document.

Purchaser Indemnification. From Purchaser will (i) indemnify HH for any damages or liabilities (excluding consequential and after the Closing (but subject to the limitations set forth in Sections 12.3 and 12.4)exemplary damages) finally awarded against HH, Seller will indemnify and save harmless Purchaser and Kedrionits Affiliate, and each of and/or their respective officers, directors, directors and employees and agents will defend any Claim against Purchaser, its Affiliate, and/or their officers, directors and employees insofar as such Claim relates to or arises out of any actual or alleged (collectively, the a) Claims covered by or relating to Section 10.6(b) or breach of Section 12 of this Agreement by Purchaser or (b) infringement or misappropriation of any Intellectual Property Rights of a third party except for any Intellectual Property Rights relating to HH IPR Indemnification as described in Section 11.1 hereof (“Purchaser Indemnified Parties” and each of them, a “Purchaser Indemnified PartyIPR Indemnification”), from and against any and all Damages which any of Purchaser Indemnified Parties may suffer or incur as a result of, in respect of or arising out of: (a) any failure of Seller to perform or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (b) any breach, default or violation of any representation or warranty given by Seller set forth in Article 4 and Article 5 for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages arising out of any extensions, improvements or resulting from (i) all unpaid Taxes with respect to all taxable years or periods of the Corporations ending on or prior modifications made to the Closing which are not taken into account in the determination of Working Capital set forth in the Closing Statement and any related interestProduct by anyone other than HH, penalties its Affiliates or additions imposed thereonits designated third parties, (ii) all Taxes with respect to any breach of or inaccuracy in any representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) of the Code, and (iv) any Taxes attributable to receipt of indemnification pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case by the Purchaser Indemnified Parties. (d) any debts or liabilities whatsoever for Taxes of any of the Corporations with respect to any and all Pre-Closing Tax Periods or the portion (the “Pre-Closing Portion”) of any Straddle Period ending on the day before the Closing DatePurchaser Controlled Cause, to the extent not taken into account in the Closing Statement; (e) any debts the use of the Product in combination with other components, equipment or liabilities whatsoever relating to Pre-Closing Reorganizationsoftware not furnished by HH, to the extent not taken into account in the Closing Statementits suppliers and/or subcontractors; and (f) Purchaser’s own or licensable intellectual property rights, trademark, Purchaser’s property; (g) any Indebtedness claim based on any industry standards, essential patent, certifications or technologies promulgated by any organization, consortium, trade association, special interest group, or like entity, for the purpose of widespread adoption; and/or (h) other reasons not due to HH’s fault, and (ii) pay those costs and damages (including settlement costs and reasonable attorney fees) finally awarded or agreed-upon, as applicable, as the extent not taken into account in result of any suit based on such claim, provided that HH shall allow Purchaser the Closing Statementright and ability to control the defense and to settle the Claim, and HH shall provide Purchaser with all reasonable assistance and cooperation required to defend or settle aforementioned Claim.

Purchaser Indemnification. From The Purchaser shall indemnify the Selling Shareholders and after the Closing (but subject to the limitations set forth in Sections 12.3 and 12.4), Seller will indemnify and save harmless Purchaser and Kedrion, their Affiliates and each of their respective officersRepresentatives, directors, employees successors and agents assigns (collectively, the “Purchaser "Selling Shareholders Indemnified Parties” and ") (each of them, a “Purchaser the Selling Shareholders Indemnified Party”), from Parties and against any and all Damages which any of the Purchaser Indemnified Parties shall be referred to as an "Indemnified Party") and hold each of them harmless from and against, and pay on behalf of or reimburse any such Selling Shareholders Indemnified Party, in respect of the entirety of any Loss which such Selling Shareholders Indemnified Party may suffer suffer, sustain or incur become subject to, as a result of, in respect of or arising out of, relating to or in connection with: (ai) any failure of Seller to perform inaccuracy in or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (b) any breach, default or violation breach of any representation or warranty given of Purchaser or Parent contained in this Agreement or in any Transaction Document: (i) as of the date of this Agreement and (ii) as of the respective Closing(in each of (i) and (ii) except in the case of any representation or warranty which by Seller its terms speaks only as of a specified date or dates, in which case the inaccuracy or breach shall be determined as of such date or dates), in each case without giving effect to: (A) any limitation or qualification as to "materiality," "material," "Material Adverse Effect" or similar qualifiers set forth in Article 4 such representation or warranty for purposes of determining whether there is a breach and Article 5 for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages Losses resulting from, arising out of or resulting relating to such breach or (B) any update of or modification to the Purchaser Disclosure Schedule made or purported to have been made on or after the date of this Agreement, unless such update or modification results from (i) all unpaid Taxes with respect changes of facts between the date of this Agreement and the respective Closing Date which do not constitute a Material Adverse Effect as to all taxable years the Parent, and except that changes to the authorized and issued share capital of Parent between the date hereof and the respective Closing Date may not be deemed as an inaccuracy or periods a breach of the Corporations ending on or representations and warranties contained in Section 5.06 (Capitalization). It is hereby agreed and clarified that prior to the Closing which are not taken into account relevant Closing, Purchaser shall be allowed to notify the respective Company as to changes in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties such Parent's or additions imposed thereon, (ii) all Taxes with respect to any breach of or inaccuracy in any Purchaser's representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) as of the Code, respective Closing Date resulting from changes of facts between the date of this Agreement and (iv) any Taxes attributable to receipt the date of indemnification pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case by the Purchaser Indemnified Parties. (d) any debts or liabilities whatsoever for Taxes of any of the Corporations with respect to any and all Pre-Closing Tax Periods or the portion (the “Pre-Closing Portion”) of any Straddle Period ending on the day before the respective Closing Date, and, provided that such changes shall not constitute a Material Adverse Effect as to the extent Parent, the Selling Shareholders of the respective Company shall not taken into account in the Closing Statement; (e) be entitled to any debts or liabilities whatsoever relating indemnification due to Pre-Closing Reorganization, to the extent not taken into account in the Closing Statementsuch changes; and (fii) any Indebtedness to breach of any covenant or obligation of the extent not taken into account Purchaser or Parent in the Closing Statementthis Agreement or in any other Transaction Document.

Purchaser Indemnification. From In consideration of the Company's ------------------------- execution and after the Closing (but subject to the limitations set forth in Sections 12.3 delivery of this Agreement and 12.4)all of Purchaser's obligations under this Agreement, Seller will Purchaser shall defend, protect, indemnify and save hold harmless Purchaser the Company and Kedrion, and each all of their respective its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Purchaser Indemnified Parties” and each of them, a “Purchaser Indemnified Party”), "Company ------- Indemnitees") from and against any and all Damages 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 Purchaser Indemnified Parties may suffer or incur them as a result ----------- of, in respect of or arising out of: (a) any failure of Seller to perform , or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (b) any breach, default or violation of any representation or warranty given by Seller set forth in Article 4 and Article 5 for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages arising out of or resulting from (i) all unpaid Taxes with respect to all taxable years or periods of the Corporations ending on or prior to the Closing which are not taken into account in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties or additions imposed thereon, (ii) all Taxes with respect relating to any misrepresentation in or breach of or inaccuracy in any representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) of the Code, and (iv) any Taxes attributable to receipt of indemnification pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case by the Purchaser Indemnified Parties. (d) any debts or liabilities whatsoever for Taxes of any of the Corporations with respect to representations and warranties or any and all Pre-Closing Tax Periods nonfulfillment or breach of any covenant or agreement on the part of the Purchaser under this Agreement or the portion (Transaction Documents, provided that the “Pre-Closing Portion”) of Purchaser shall not be liable to an Company Indemnitee under this Section 9B for any Straddle Period ending on 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 or the day before Transaction Documents. To the Closing Dateextent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the extent not taken into account in payment and satisfaction of each of the Closing Statement; (e) any debts or liabilities whatsoever relating to Pre-Closing Reorganization, to the extent not taken into account in the Closing Statement; and (f) any Indebtedness to the extent not taken into account in the Closing StatementCompany Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. (a) From and after the Closing (but subject to the limitations set forth in Sections 12.3 and 12.4)Date, Seller will Purchaser shall indemnify and save hold harmless Purchaser and KedrionParent, the Seller Parties, their Affiliates, their agents and each of their respective officers, directors, employees and agents direct and indirect equity holders (collectively, the “Purchaser Indemnified Parties” and each of themeach, a “Purchaser Seller Indemnified Party”), ) from and against any and all Damages which any arising out of Purchaser Indemnified Parties may suffer or incur as a result of, in respect of or arising out of: (ai) any failure representation or warranty made by Purchaser in Section 4.01(c) having been untrue or incorrect when made or (ii) any breach by Purchaser of Seller to perform or fulfill any of its covenants made hereunder; provided that any claims for Damages under this Agreement for which a notice of claim under Section 12.5 has been provided 6.03(a) shall be subject to Seller within the applicable period specified limitations set forth in Section 12.3;this Article VI. (b) any breach, default or violation Subject to compliance with the provisions of any representation or warranty given by Seller and the limitations set forth in this Article 4 and Article 5 for which VI, if the Seller Indemnified Party obtains knowledge of any Damages that the Seller Indemnified Party reasonably determines may give rise to a notice of claim under Section 12.5 has been provided to Seller within 6.03(a), the applicable period specified in Section 12.3; Seller Party or such Seller Indemnified Party shall promptly give written notice thereof to Purchaser (c) Damages arising out each, a “Seller Notice of or resulting from Claim”). Any Seller Notice of Claim shall specify (i) all unpaid Taxes with respect to all taxable years or periods a detailed description of the Corporations ending circumstances giving rise to such indemnity claim and the basis on or prior to the Closing which are not taken into account in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties or additions imposed thereonsuch indemnification is sought, (ii) all Taxes with respect anticipated Damages for which the Seller Indemnified Party claims it is entitled to any breach of or inaccuracy in any representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) of the Code, and (iv) any Taxes attributable to receipt of indemnification pursuant to this Agreement, net if calculable, (iii) in reasonable detail, the basis for such indemnity claim, and (iv) if such indemnity claim is as a result of a Third Party Claim, that such indemnity claim is as a result of a Third Party Claim and attaching copies of all relevant documentation with respect to such claim, including any Tax benefit derived in respect summons, complaint or other pleading which may have been served, any written demand or any other document or instrument; provided, however, that the failure of the events or circumstances giving rise Seller Indemnified Party to such indemnificationgive timely notice as provided herein shall not relieve Purchaser of its obligations under this Article VI, in each case by except to the extent Purchaser Indemnified Partiesis actually prejudiced thereby. (dc) any debts or liabilities whatsoever for Taxes of any of the Corporations with With respect to any Third Party Claim, from and all Pre-Closing Tax Periods after receipt of a Seller Notice of Claim pursuant to Section 6.03(b), Purchaser shall have the right, exercisable by written notice to the Seller Parties, to assume and conduct the defense of such Third Party Claim with counsel selected by Purchaser and reasonably acceptable to the Seller Parties, unless Purchaser would be unable to conduct the defense of such Third Party Claim in good faith due to a conflict of interest. In the event that Purchaser elects to assume the defense of a Third Party Claim as contemplated herein, the Seller Indemnified Party shall be entitled to participate in (but not control) the defense of such claim and to employ counsel of its choice for such purpose at its sole expense, unless the Seller Parties are advised by counsel that (i) a conflict of interest exists between the Seller Parties and counsel selected by Purchaser or (ii) the Seller Parties have defenses available to them that are not available to Purchaser, in either of which cases such counsel shall be at the expense of Purchaser. If Purchaser does not elect or is unable to assume the defense of any Third Party Claim in accordance with this Section 6.03(c), the Seller Indemnified Party may continue to defend such claim at the sole cost and expense of Purchaser (subject to the limitations set forth in this Article VI) and Purchaser may still participate in, but not control, the defense of such Third Party Claim at Purchaser’s cost and expense. In the event that the Seller Indemnified Party assumes the defense of a Third Party Claim in accordance with this Section 6.03(c), the Seller Indemnified Party will not consent to a settlement, compromise or discharge of, or the portion (the “Pre-Closing Portion”) entry of any Straddle Period ending on judgment arising from, any such claim, without the day before prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). In the Closing Dateevent that Purchaser elects to assume the defense of a Third Party Claim in accordance with this Section 6.03(c), Purchaser shall not, without the prior written consent of the Seller Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, such claim, provided that the consent of the Seller Indemnified Party is not so required if the sole relief provided by such settlement, compromise, discharge or entry of any judgment consists of monetary obligations that are paid in full by Purchaser concurrently with the entry of such settlement, compromise or discharge or the entry into such judgment. In any such Third Party Claim, the party responsible for the defense of such claim hereunder shall, to the extent reasonably requested by the other Party, keep such other Party informed as to the status of such claim, including all settlement negotiations and offers. If Purchaser does not taken into account assume the defense of such Third Party Claim in accordance with this Section 6.03(c), Purchaser shall make available to the Seller Indemnified Party and its attorneys and other representatives the Partnership representatives and all relevant books, records, documents and other materials reasonably required by the Seller Indemnified Party or its representatives and attorneys for use in contesting any Third Party Claim, and shall reasonably cooperate with the Seller Indemnified Party in the Closing Statement; (edefense of all such claims. This Section 6.03(c) any debts or liabilities whatsoever relating shall not apply to Pre-Closing Reorganization, to the extent not taken into account in the Closing Statement; and (f) any Indebtedness to the extent not taken into account in the Closing StatementTax Contests.

Purchaser Indemnification. From In consideration of the Company's ------------------------- execution and after the Closing (but subject to the limitations set forth in Sections 12.3 delivery of this Agreement and 12.4)all of Purchaser's obligations under this Agreement, Seller will Purchaser shall defend, protect, indemnify and save hold harmless Purchaser the Company and Kedrion, and each all of their respective its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Purchaser Indemnified Parties” and each of them, a “Purchaser Indemnified Party”), "Company Indemnitees") from and against any and ------------------- all Damages 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 Purchaser Indemnified Parties may suffer or incur them as a result of, in respect of or arising out of: (a) any failure of Seller to perform , or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (b) any breach, default or violation of any representation or warranty given by Seller set forth in Article 4 and Article 5 for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages arising out of or resulting from (i) all unpaid Taxes with respect to all taxable years or periods of the Corporations ending on or prior to the Closing which are not taken into account in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties or additions imposed thereon, (ii) all Taxes with respect relating to any misrepresentation in or breach of or inaccuracy in any representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) of the Code, and (iv) any Taxes attributable to receipt of indemnification pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case by the Purchaser Indemnified Parties. (d) any debts or liabilities whatsoever for Taxes of any of the Corporations with respect to representations and warranties or any and all Pre-Closing Tax Periods nonfulfillment or the portion (the “Pre-Closing Portion”) breach of any Straddle Period ending covenant or agreement on the day before part of the Closing DatePurchaser 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 extent not taken into account in payment and satisfaction of each of the Closing Statement; (e) any debts or liabilities whatsoever relating to Pre-Closing Reorganization, to the extent not taken into account in the Closing Statement; and (f) any Indebtedness to the extent not taken into account in the Closing StatementCompany Indemnified Liabilities which is permissible under applicable law.

Purchaser Indemnification. From and after Purchaser shall indemnify the Closing (but subject to the limitations set forth in Sections 12.3 and 12.4), Seller will indemnify and save harmless Purchaser and Kedrion, Equityholders and each of their respective agents, representatives, officers, directorsdirectors and employees, employees and agents (collectively, the “Purchaser Indemnified Parties” Equityholder Recipient Indemnitees”) against and each of them, a “Purchaser Indemnified Party”), from and against any and all Damages which incurred by any of Purchaser Indemnified Parties may suffer or incur Equityholder Recipient Indemnitee as a result of, in respect of or arising out of: , or by virtue of (a) any failure inaccuracy in or breach of Seller to perform or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided representation and warranty made by Purchaser to Seller within the applicable period specified in Section 12.3; 4; (b) any breach, default or violation of any representation or warranty given material breach by Seller set forth in Article 4 and Article 5 for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages arising out of or resulting from (i) all unpaid Taxes with respect to all taxable years or periods of the Corporations ending on or prior to the Closing which are not taken into account in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties or additions imposed thereon, (ii) all Taxes with respect to any breach of or inaccuracy in any representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) of the Code, and (iv) any Taxes attributable to receipt of indemnification pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case by the Purchaser Indemnified Parties. (d) any debts or liabilities whatsoever for Taxes of any of the Corporations with respect 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 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 all Pre-Closing Tax Periods or hereby does replace the portion (the “Pre-Closing Portion”) applicable statutes of limitations that would otherwise apply to a claim for breach of any Straddle Period ending on the day before the Closing Daterepresentation, to the extent not taken into account warranty, covenant or obligation contained in the Closing Statement; (e) this Agreement or any debts or liabilities whatsoever relating to Pre-Closing Reorganization, to the extent not taken into account in the Closing Statement; and (f) any Indebtedness to the extent not taken into account in the Closing Statementother Transaction Agreement.

Purchaser Indemnification. From The Purchaser shall indemnify, defend and after hold the Closing Shareholders harmless against all liability, loss or damage, together with all reasonable costs and expenses related thereto (but subject to the limitations set forth in Sections 12.3 including legal and 12.4accounting fees and expenses), Seller will indemnify and save harmless Purchaser and Kedrion, and each of their respective officers, directors, employees and agents (collectively, the “Purchaser Indemnified Parties” and each of them, a “Purchaser Indemnified Party”), from and against any and all Damages which any of Purchaser Indemnified Parties may suffer or incur as a result of, in respect of or arising out of: (a) any failure of Seller to perform or fulfill any of its covenants under this Agreement for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (b) any breach, default or violation of any representation or warranty given by Seller set forth in Article 4 and Article 5 for which a notice of claim under Section 12.5 has been provided to Seller within the applicable period specified in Section 12.3; (c) Damages arising out of or resulting from (i) all unpaid Taxes with respect to all taxable years the untruth, inaccuracy or periods of the Corporations ending on or prior to the Closing which are not taken into account in the determination of Working Capital set forth in the Closing Statement and any related interest, penalties or additions imposed thereon, (ii) all Taxes with respect to any breach of or inaccuracy in any representation or warranty of Seller contained in Section 5.1(u); (iii) any Taxes arising out of or attributable to an adjustment under Section 481(a) of the Code, and (iv) any Taxes attributable to receipt of indemnification pursuant to this Agreement, net of any Tax benefit derived in respect of the events or circumstances giving rise to such indemnification, in each case by the Purchaser Indemnified Parties. (d) any debts or liabilities whatsoever for Taxes of any of the Corporations with respect representations or warranties of the Purchaser herein or (ii) a breach of one or more of the covenants and or agreements set forth in this Agreement (any such event being hereinafter referred to any collectively as an "Event of Purchaser NonCompliance"). Upon the occurrence of an Event of Purchaser Non-Compliance, the Shareholders may proceed to protect and all Pre-Closing Tax Periods or the portion (the “Pre-Closing Portion”) enforce their rights either by suit in equity and/or by action at law, including, but not limited to, an action for damages as a result of any Straddle Period ending such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement. Notwithstanding the foregoing, there shall be no obligation on the day before part of the Closing Date, Purchaser to indemnify or hold the Shareholders harmless except to the extent not taken into account that the sum of all liabilities, losses or damages, together with the reasonable costs and expenses related thereto, for which the Shareholders seek to be indemnified exceeds $50,000 (the "Purchaser's Basket"), in which event the Closing Statement; (e) any debts or liabilities whatsoever relating Purchaser shall be responsible for all liabilities, losses, damages and expenses in excess of the first $50,000 thereof, and provided further that the Purchaser's basket shall apply only to Pre-Closing ReorganizationSections 3.5, to the extent not taken into account in the Closing Statement; and (f) any Indebtedness to the extent not taken into account in the Closing Statement3.7, 3.8, 3.9 and 3.10.