Common use of Purchaser's Right to Indemnification Clause in Contracts

Purchaser's Right to Indemnification. Subject to the provisions of this Section 7, the Company hereby agrees to indemnify and hold harmless the Purchaser and the employees, agents, directors, officers, equity holders, successors, predecessors, assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A) any breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Shares.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 712.1.4, the Company hereby each Seller undertakes and agrees to indemnify indemnify, defend by counsel reasonably acceptable to Purchaser, and hold harmless the Purchaser Purchaser, its parent, affiliates, successors and the employees, agents, assigns and their respective directors, officers, equity holdersemployees, successorsshareholders, predecessors, assigns representatives and affiliates of any of them agents (collectively, the hereinafter referred to collectively as "Purchaser Indemnified PartiesIndemnitees") from and against (i) and in respect of such Seller's Pro Rata Share of any and all losses, obligationscosts, liabilities, damages, claims, deficienciesobligations, costs diminution in value and expenses expenses, including reasonable attorneys' fees (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against incurred or sustained or incurred suffered by a Purchaser Indemnitee arising from (a) the Purchaser Indemnified Parties in connection withclaims of third parties with respect to operation of the Company prior to Closing; (b) a breach, arising out ofmisrepresentation, or relating other violation of any of the Sellers' or the Company's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (Ac) any breach or alleged breach of any of the representations, warranties, agreements and covenants made default by the Company herein or in under any certificate or other document delivered Contract prior to any Purchaser Indemnified Party by or on behalf of the Company in connection with this AgreementClosing; or (Bd) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this AgreementPre-Closing Environmental Matters; and (iie) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (includingexpenses, but not limited to, reasonable legal expenses) incurred by incident to any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is finally determined andindicated), if applicable, paidin effect on the date of incurrence of such Claim. The parties foregoing indemnity is intended by Sellers to this Agreement acknowledge that such indemnification provisions apply only cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants and the Warrant Shares; and any other security issued or issuable specific matters set forth in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Sharesthis indemnity.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 77 and in addition to the indemnification provided in Article XII of the Note Purchase Agreement, the Company hereby agrees to indemnify and hold harmless the Purchaser Purchasers and the employees, agents, directors, officers, equity holders, successors, predecessors, assigns and affiliates of any of them (collectively, the "“Purchaser Indemnified Parties"”) from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "“Claims"”), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A) any breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this AgreementAmendment; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this AgreementAmendment; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this AgreementAmendment. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Shares.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 7, the Company hereby agrees to indemnify and hold harmless the Purchaser and the its employees, agents, directors, officers, equity holders, successors, predecessors, assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A) any breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Put Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants and the Warrant Put Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Put Shares.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 77 and in addition to the indemnification provided in Article XII of the Note Purchase Agreement, the Company hereby agrees to indemnify and hold harmless the Purchaser Purchasers and the employees, agents, directors, officers, equity holders, successors, predecessors, assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A) any breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this AgreementAmendment; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this AgreementAmendment; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this AgreementAmendment. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Shares.

Purchaser's Right to Indemnification. Subject to the provisions of ------------------------------------ this Section 79, the Company hereby agrees to indemnify and hold harmless the Purchaser Purchasers, and the their respective employees, agents, directors, officers, equity holders, successors, predecessors, predecessors and assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A) any breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this under Section 7 9 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period the applicable time period ----------------- shall survive to the extent of the Claim covered thereby such claim until such Claim claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the SharesPreferred Stock, the Warrants, the Warrant Shares Additional Warrants (if any) and the shares of Common Stock issuable upon the conversion of the Preferred Stock and/or exercise of the Warrants and the Additional Warrants, if any, and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the SharesPreferred Stock, the Warrants, the Additional Warrants (if any) and the shares of Common Stock issuable upon the conversion of the Preferred Stock and/or exercise of the Warrants and the Warrant SharesAdditional Warrants; and any other security issued or issuable in exchange for, or in replacement of, the SharesPreferred Stock, the Warrants, the Additional Warrants (if any) and the shares of Common Stock issuable upon the conversion of the Preferred Stock and/or exercise of the Warrants and the Warrant SharesAdditional Warrants.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 7Article X and in addition to any other rights and remedies available to Purchaser under applicable law, the Company hereby agrees Company, Berg (solely with regard to representations, warranties, covenants anx xxreements made by Berg hereunder) and Tessier (solely with regard to representations, wxxxxnties, covenants and agreements made by Tessier hereunder) shall severally indemnify and hold harmless the Purchaser and the Purchaxxx xxx, if applicable, any of its officers, directors, shareholders, employees, agents, directorsrepresentatives, officers, equity holdersattorneys, successors, predecessors, predecessors and assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") from and against against: (ia) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damagesmatter) (collectively, collectively "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (Ai) any breach of any, or alleged any false, incorrect or misleading, representation or warranty that is made by the Company, Berg or Tessier herein or in any Exhibit, Schedule, certificate or otxxx docuxxxx xxlivered to Purchaser by the Company, Berg or Tessier in connection with this Agreement, or (ii) any breach of xx any of the representations, warranties, agreements xxxxxxxnts and covenants made by the Company Company, Berg or Tessier herein or in any Exhibit, Schedule, certificate or other document delivered otxxx docuxxxx xxlivered to any Purchaser Indemnified Party by the Company, Berg or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company Tessier in connection with this Agreement; and (iib) any and all costs and expenses (including, but not limited to, reasonable legal expenses) alx xxsts xxx xxxenses incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Shares.

Purchaser's Right to Indemnification. Subject to the provisions Xxxxx X. Xxxxxx (“Xxxxxx”), Chief Operating Officer of this Section 7Xxxxxx Health Ventures, LLC, the Company hereby agrees to sole member of each Seller, shall indemnify and hold harmless the Purchaser Purchaser, its successors and the employees, agents, directors, officers, equity holders, successors, predecessors, assigns and affiliates of any of them (collectively, the "Purchaser “Indemnified Parties"” or each an “Indemnified Party”) from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, including but not limited to, the amount of any settlement entered into pursuant hereto and to all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damagesby them) (collectively, "“Purchaser Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A”) any breach or alleged resulting from a material breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or any Seller in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity PeriodVI; provided, however, that claims made within such Indemnity Period Xxxxxx’x liability hereunder shall survive not exceed One Million Dollars ($1,000,000.00) in the aggregate and provided, further, that Xxxxxx shall not be liable to the extent Indemnified Parties for punitive damages or consequential damages. Notwithstanding anything to the contrary in this Agreement, Xxxxxx shall have no liability to indemnify any of the Claim covered thereby until Indemnified Parties for the first Five Thousand ($5,000.00) Dollars of Purchaser Claims. No Purchaser Claims may be asserted, and no action based thereon may be commenced, after the first (1st) anniversary of the Closing. An Indemnified Party shall promptly give notice to Xxxxxx after becoming aware of any claim which might give rise to a claim for indemnification hereunder (“Indemnification Claim”) containing a description of the facts giving rise to the Indemnification Claim, together with such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only documentation as the Indemnified Party may have with respect to the SharesIndemnification Claim. If the Indemnification Claim arises from the claim of a third party, Xxxxxx shall be permitted to assume the Warrants, the Warrant Shares defense of any such claim and the shares of Common Stock issued or issuable as dividends on, any litigation or other distributions proceeding resulting therefrom with respect counsel reasonably acceptable to the Sharesapplicable Seller Indemnified Party. In no event may Xxxxxx xxxxxx or compromise any third party claim without the consent of the Indemnified Parties, the Warrants and the Warrant Shares; and any other security issued which consent shall not be unreasonably withheld or issuable in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Sharesdelayed.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 7, the Company hereby agrees to indemnify and hold harmless the Purchaser Purchasers and the employees, agents, directors, officers, equity holders, successors, predecessors, assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A) any breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares, the Conversion Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants Warrants, the Warrant Shares and the Warrant Conversion Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants Warrants, the Warrant Shares and the Warrant Conversion Shares.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 7, the Company hereby agrees to indemnify and hold harmless the Purchaser Purchasers and the employees, agents, directors, officers, equity holders, successors, predecessors, assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A) any breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; providedPROVIDED, howeverHOWEVER, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares, the Conversion Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants Warrants, the Warrant Shares and the Warrant Conversion Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants Warrants, the Warrant Shares and the Warrant Conversion Shares.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 7Article X and in addition to any other rights and remedies available to Purchaser under applicable law, the Company hereby agrees Company, Berg (solely with regard to representations, warranties, covenants anx xxreements made by Berg hereunder) and Tessier (solely with regard to representations, wxxxxnties, covenants xxx xxreements made by Tessier hereunder) shall severally indemnify and hold harmless the Purchaser and the Purchaxxx xxx, if applicable, any of its officers, directors, shareholders, employees, agents, directorsrepresentatives, officers, equity holdersattorneys, successors, predecessors, predecessors and assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") from and against against: (ia) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damagesmatter) (collectively, collectively "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (Ai) any breach of any, or alleged breach of any of the representationsfalse, warrantiesincorrect or misleading, agreements and covenants representation or warranty that is made by the Company herein Company, Berg or Tessier herexx xr in any xxx Xxhibit, Schedule, certificate or other document delivered to any Purchaser Indemnified Party by the Company, Berg or on behalf of the Company Tessier in connection with this Agreement; , or (Bii) any false, incorrect or misleading representation or warranty breach xx any xxxxxxxnts and covenants made by the Company, Berg or on behalf of the Company Tessier herein or in any certificate Exhibit, Schedule, certificateor othxx xocumxxx xxxivered to Purchaser by the Company, Berg or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company Tessier in connection with this Agreement; and (iib) any and all costs and expenses (including, but not limited to, reasonable legal expenses) alx xxsts xxx xxxenses incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Shares.

Purchaser's Right to Indemnification. Subject Seller undertakes and ------------------------------------ agrees subject to the provisions terms and conditions of this Section 7, the Company hereby agrees Agreement to indemnify and hold harmless the Purchaser Purchaser, its stockholders, Affiliates, successors and the employees, agents, assigns and their respective directors, officers, equity holdersemployees, successorsshareholders, predecessors, assigns representatives and affiliates of any of them agents (collectively, the hereinafter referred to collectively as "Purchaser Indemnified PartiesIndemnitees") from and against (i) and in respect of any and all losses, obligationscosts, liabilities, damages, claims, deficienciesobligations, costs damages and expenses expenses, including reasonable attorneys' fees (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, together "Claims"), which may be asserted against incurred or sustained or incurred suffered by the a Purchaser Indemnified Parties in connection with, Indemnitee arising out of, from or relating to (Ai) any breach breach, misrepresentation, or alleged breach other violation of any of the representationsSeller's covenants, warranties, agreements and covenants made by the Company herein warranties or representations contained in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (ii) any and all costs and expenses Pre-Closing Environmental Matters; (including, but not limited to, reasonable legal expensesiii) incurred any Claim by Hagglunds or its Affiliates relating to any Purchaser Indemnified Party in connection with default by the enforcement of its rights Company under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only any agreement with respect to the SharesHagglunds Joint Venture, the Warrants, the Warrant Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions including any Claim with respect to the Sharesrespective work shares of BWS and Hagglunds with respect thereto, to the Warrants extent that such Claim relates to work performed or revenue accrued prior to the Closing Date; (iv) sales pursuant to the supply Contract and/or license agreements between the president of India and AB Bofors each dated as of March 24, 1986 to the Warrant Sharesextent such Claim arises from actions or obligations of Celsius, its Affiliates or their representatives; (v) the operation of the business of CWS, whether before, on or after the Closing Date, including the transfer of shares of the capital stock of CWS to Seller; or (vi) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses incident to any other security issued of the foregoing or issuable in exchange forincurred to oppose the imposition thereof, or in replacement ofenforcing this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Seller. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the Shares, the Warrants and the Warrant Sharesdate of incurrence of such Claim.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 7, the Company hereby agrees to indemnify and hold harmless the Purchaser and the employees, agents, directors, officers, equity holders, successors, predecessors, assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A) any breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; providedPROVIDED, howeverHOWEVER, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Shares.