Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. Subject to the limitations set forth in this Section 6, the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by the Purchaser. Subject to the limitations set forth in this Section 6, The Purchaser and the Purchaser shall Representative, jointly and severally, agree to indemnify and hold each of the Seller and their its Affiliates and each any or all of their trusteesrespective partners, directors, officers, employees and managers, members, employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against any Damages that the or incurred or suffered by such Seller Indemnitees Indemnified Party, whether or any one not involving a Third Party Claim, arising out of them incurs resulting or arising from or otherwise relating to (a) any breach of any representation or warranty made by the representations and warranties Purchaser or the Purchaser Representative in any of the Transaction Documents or any certificate delivered by the Purchaser set forth or the Purchaser Representative to the Seller in Section 5.2; writing pursuant to this Purchase and Sale Agreement, (b) any breach by the Purchaser of the covenants or default under any covenant or agreement of the Purchaser set forth in this Agreement; any Transaction Document to which the Purchaser or the Purchaser Representative is party or in the Confidentiality Agreement or (c) any Assumed Liability; brokerage or (d) any liability arising finder’s fees or commissions or similar [***] Certain information in this document has been omitted from this exhibit because it is both (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates not material and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) would be competitively harmful if publicly disclosed. amounts incurred or owed by the Purchaser’s Purchaser or its Affiliates’ the Purchaser Representative to any brokers, financial advisors or sublicensees’ comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (except i) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Seller Indemnified Party, (ii) for any matter in respect of which any Purchaser Indemnified Party would be entitled to indemnification under Section 8.1 or (iii) to the Seller, their Affiliates and their and their Affiliates’ licensees extent resulting from acts or sublicensees) practice omissions of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from Purchaser or relating to an infringement of [ * ]. In addition, the Purchaser Representative based upon the written instructions from any Seller Indemnified Party. Any amounts due to any Seller Indemnified Party hereunder shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts be payable by the Other Indemnitees or any one of them Purchaser and the Purchaser Representative to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDsuch Seller Indemnified Party upon demand.

Indemnification by the Purchaser. Subject If the Closing occurs and subject to the limitations set forth in this Section 6herein, the Purchaser shall indemnify and defend the Seller and its Affiliates, and their Affiliates and each of their trusteesrespective stockholders, members, managers, officers, directors, officersemployees, employees and agents and their respective successorsagents, heirs successors and assigns (collectively, the “Seller Indemnitees”) against against, and shall hold them harmless from, any Damages that the and all Losses resulting from, arising out of, or incurred by any Seller Indemnitees or any one of them incurs resulting or arising from Indemnitee in connection with, or otherwise relating to with respect to: (a) any inaccuracy or breach of any representation or warranty made by the representations and warranties Purchaser in this Agreement or any of the Purchaser set forth Ancillary Agreements or any certificate or other document furnished or to be furnished to the Seller in Section 5.2connection with the transactions contemplated by this Agreement; (b) any breach by the Purchaser of the covenants any covenant or agreement contained in this Agreement or any of the Purchaser set forth in this AgreementAncillary Agreements; (c) the ownership or operation of the Company and its Subsidiaries by the Purchaser or its Affiliates (or any Assumed Liability; subsequent transferee of any such party, if such transfer is made within three years of the Closing Date) on and after the Closing Date (except for (i) any claims with respect to which the Seller is obligated to indemnify the Purchaser Indemnitees pursuant to Section 9.2, and (ii) any claims the Purchaser or the Company and its Subsidiaries may have against the Seller or its Affiliates) (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any Taxes of the Purchased Assets by Company or its Subsidiaries attributable to a Post-Closing Period and indemnification for which is not provided to the Purchaser, its Affiliates and their respective successors, assigns, licensees Purchaser in Section 9.2; (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees e) any additional Taxes or sublicensees) and transferees, but excluding any such liability resulting from or out-of-pocket costs relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses Section 1031 like-kind exchange as set forth in Sections 1.3 and 1.4Section 6.20; (f) any Support Obligation, excluding any such liability resulting from or to the extent the Losses relating to an infringement of [ * ]. In additionsuch Support Obligations arise or are incurred after Closing; and (g) subject to Section 9.2(k), the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDLafayette Agreements.

Indemnification by the Purchaser. Subject to Following the limitations set forth in this Section 6Closing, the Purchaser shall indemnify and hold harmless each of the Seller Seller, its Affiliates and their Affiliates and each of their trustees, respective directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller IndemniteesIndemnified Parties”) from and against and in respect of any and all Damages that the Seller Indemnitees suffered or incurred by any one of them incurs resulting from, arising out of, based on or arising from or otherwise relating to (ai) any breach of any representation or warranty made by the representations and warranties Purchaser in this Agreement that, as of the Closing, has not been cured by the Purchaser or waived by the Seller in accordance with Section 8.01; (ii) any failure to perform any covenant, agreement or undertaking on the part of the Purchaser contained in this Agreement; (iii) any breach of a representation or warranty in or omission of information included in any certificate delivered by or on behalf of the Purchaser pursuant to Section 6.02(a)(iii)(A); (iv) the Assumed Liabilities; (v) subject in all respects to the terms and conditions set forth in Section 5.2; the Program Documentation (bincluding the obligations (including any standard of care) any of the Purchaser and its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, and the remedies for breach by a party thereto of its obligations thereunder), Third Party Actions arising out of the conduct by the Purchaser of the covenants of Business after the Purchaser set forth in this Agreement; (c) any Assumed LiabilityClosing; or (dvi) WARN or any liability other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or Damages arising from as a result of the termination or dismissal (i) including constructive termination or dismissal), by the post-Effective Date use, license, sale or exploitation Purchaser of any or all Transferred Employees following the Closing. For purposes of this Section 5.04(f), a breach of a representation or warranty contained in this Agreement or any certificate delivered by the Purchaser pursuant to the terms of this Agreement shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification as to materiality, material adverse effect or knowledge, it being the intention of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for parties hereto that the Seller Indemnified Parties shall be indemnified and their Affiliates)held harmless from and against any and all Damages suffered or incurred by any of them or resulting from, sublicensees (except for the Sellerarising out of, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from based on or relating to an infringement the failure of [ * ]any such representation or warranty, to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality, material adverse effect or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses knowledge set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDwith respect thereto.

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold harmless the Company, its partners, Affiliates, officers, directors, employees and duly authorized agents and each Person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the limitations set forth same extent as the foregoing indemnity from the Company to the Purchaser, but only with reference to information related to the Purchaser or its plan of distribution, furnished in this Section 6writing by the Purchaser or on the Purchaser's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against the Purchaser, the Purchaser shall indemnify have the Seller rights and their Affiliates duties given to the Company, and each of their trusteesthe Company or its partners, Affiliates, officers, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ]duly authorized agents, or (ii) the Purchaser’s such controlling Person, or its partners, Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, officersemployees or duly authorized agents, employees shall have the comparable rights and agents duties given to the Purchasers by Section 4.1. The Purchaser also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities with reference to the same information as to which it agrees to indemnify the Company referenced above, their respective successorsofficers and directors and each Person who controls such Underwriters on customary terms. The Company shall be entitled to receive indemnities on customary terms from Underwriters, heirs selling brokers, dealer managers and assigns (collectivelysimilar securities industry professionals participating in the distribution, to the “Other Indemnitees”) against same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any Damages that the Other Indemnitees prospectus or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDregistration statement.

Indemnification by the Purchaser. Subject The Purchaser hereby agrees to defend, indemnify and hold the limitations set forth in this Section 6, the Purchaser shall indemnify the Seller Company and their Affiliates and each of their trustees, directorsits respective Affiliates, officers, employees and agents and their respective successorstrustees, heirs beneficiaries, heirs, personal representatives, successors and assigns (collectivelythe "Company Indemnified Parties"), the “Seller Indemnitees”) harmless from, against and in respect of any Damages and all Losses that the Seller Indemnitees Company may at any time, directly or any one of them incurs indirectly, suffer, sustain, incur or become subject to, to the extent arising out of, based upon or resulting or arising from or otherwise relating to on account of each or all of the following: (a) the breach or falsity of any breach of the representations and warranties of representation or warranty made by the Purchaser set forth in Section 5.2this Agreement (as amended by any Supplement properly provided), including the documents, instruments and agreements to be executed and/or delivered by the Purchaser pursuant hereto and thereto; or (b) the breach of any breach covenant or agreement made by the Purchaser of the covenants of the Purchaser set forth in this Agreement, including the documents, instruments and agreements to be executed and/or delivered by the Purchaser pursuant hereto or thereto; or (c) any Assumed Liability; Liabilities. Provided, however, that the Purchaser and the Purchaser Parent shall not be required to provide such indemnification for a Loss or Losses resulting from (x) breach or falsity of any representation or warranty in this Agreement or any Ancillary Document, or (dy) breach of a covenant of this Agreement or any liability Ancillary Document, unless and until the Company Indemnified Parties shall have sustained Losses as a result of one or more such breaches or falsities of the Basket Amount (and then only for claims which in the aggregate when combined with all other claims for Losses result in Losses which exceed the Basket Amount), except that the Basket Amount for purposes of this Section 9.2 shall not apply to any claims of, or Loss or Losses incurred by, the Company or the Company Parent arising from from, in connection with or incident to (i) the post-Effective Date usepayment of the Purchase Price to the Company, license(ii) any Taxes, sale fees or exploitation penalties payable by the Purchaser or the Purchaser Parent, (iii) the payment and performance of any of the Purchased Assets Contract assumed by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for Purchaser and/or the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ]Purchaser Parent, or (iiiv) the Purchaser’s any Assumed Liability or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability Liability resulting from fraudulent actions or relating to an infringement of [ * ]. In addition, intentional misrepresentations by the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]Purchaser Parent. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.9.3

Indemnification by the Purchaser. Subject If the Phase I Closing occurs, and subject to the limitations expressly set forth in this Section 68.4 and Section 8.5, the Purchaser shall will indemnify and hold harmless the Seller and their its Affiliates and each of its and their trustees, directors, officers, employees and employees, agents and their respective successors, heirs and assigns representatives (collectively, the “Seller IndemniteesIndemnified Parties”) from and against any Damages that and all Losses (other than Losses with respect to Taxes, for which the provisions of Section 9.1(a) will govern) incurred by the Seller Indemnitees Indemnified Parties arising or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser any representation or warranty set forth in Article 4 or in the certificates delivered pursuant to Sections 2.10(b)(xi) or Section 5.2; 2.11(b)(v) (determined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by the Purchaser upon the consummation of the Phase I Closing, and in the event that the Phase II Closing shall have occurred, with respect to the Business and the Purchased Assets and Assumed Liabilities), (b) any breach by the Purchaser of the covenants any agreement or covenant of the Purchaser or any of its Affiliates set forth in this Agreement; Agreement (determined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by the Purchaser upon the consummation of the Phase I Closing, and in the event that the Phase II Closing shall have occurred, with respect to the Business and the Purchased Assets and Assumed Liabilities) and (c) any Assumed Liability; or (d) any liability arising from (i) . For the post-Effective Date use, license, sale or exploitation sake of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In additionclarity, the Purchaser shall indemnify amount of indemnified Losses will be calculated without regard to any materiality or Material Adverse Effect qualifications contained in the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDapplicable provisions hereof.

Indemnification by the Purchaser. Subject to After the limitations set forth in this Section 6Closing Date, Hanger and the Purchaser Purchaser, jointly and severally, shall indemnify and hold harmless the Parent, the Seller and their Affiliates and each of their trusteesrespective employees, officers, partners, directors, officersshareholders, employees and agents and their respective successors, heirs and assigns representatives (collectively, the “"Seller Indemnitees”Indemnified Parties") from and against all Damages which are sustained or incurred by any Damages that of the Seller Indemnitees Indemnified Parties, to the extent that such Damages are sustained or any one incurred by reason of them incurs resulting or arising from or otherwise relating to (a) the breach by either of Hanger or the Purchaser of any of its covenants or agreements hereunder to be performed after the Closing Date, or, subject to the limitations of Section 9.05(c), the breach by either of Hanger or the Purchaser of any of its Pre-Closing Covenants, (b) the breach of any of the representations and or warranties made by either of Hanger or the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; III hereof or (c) any Assumed Liability; liability of the Parent or any of its Affiliates (dother than any Group Member) any liability arising from out of (i) those certain agreements (the post-Effective Date use"Parent Agreements"), licensenone of which are material, sale to which the Parent or exploitation of any of its Affiliates (other than any Group Member) is a party and which relate solely to the Purchased Assets business of the Company (or any other Group Member), it being understood and agreed that the Parent shall deliver to the Purchaser a schedule of the Parent Agreements (which the Parent shall use its reasonable best efforts to ensure is complete) not less than five (5) days prior to the Closing Date, (ii) severance payments due to employees performing all or substantially all their services on behalf of the Company or any other Group Member, more particularly set forth on SCHEDULE 2.11, who are terminated at any time subsequent to the Closing Date, (iii) any litigation set forth in SCHEDULE 2.15 (other than any litigation set forth on SCHEDULE 9.01) to which the Parent or any of its Affiliates (other than any Group Member) is or becomes a party, (iv) obligations under the employment agreements set forth on SCHEDULE 1.02(A)(3) assumed by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their AffiliatesPurchaser pursuant to Section 1.02(a), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (iiv) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice operations of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement business of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees Company or any one of them incurs resulting or arising from or otherwise relating Group Member subsequent to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDClosing Date.

Indemnification by the Purchaser. Subject to From and after the limitations set forth in this Section 6Closing Date, the Purchaser shall indemnify the US Seller and its Affiliates, and their Affiliates and each of their trusteesrespective officers, directors, officersemployees, employees successors and agents and their respective successors, heirs and permitted assigns (collectivelyeach, a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser or the Borrower (as such term is defined in the Debt Commitment Letter) or any other Affiliate of the Purchaser that owns all or substantially all of the US Purchased Assets (the “Seller IndemniteesPurchaser Indemnifying Parties”) for and against any Damages that the Seller Indemnitees and all Losses, arising out of or any one of them incurs resulting or arising from or otherwise relating to from: (a) any the breach of the representations and warranties of any representation or warranty made by the Purchaser set forth contained in Section 5.2this Agreement; (b) the breach of any breach covenant or agreement by the Purchaser of the covenants of the Purchaser set forth contained in this Agreement; (c) any the Assumed LiabilityLiabilities; (d) the Purchased Assets following the Closing; (e) the conduct of the Business by the Purchaser following the Closing; or (f) without limiting the generality of the foregoing clauses (d) any liability arising from and (ie), (1) the post-Effective Date use, license, sale or exploitation of any implementation of the Purchased Assets by provisions of Section 5.18, including any Losses for which the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for Purchaser has agreed to indemnify the Seller and their AffiliatesIndemnified Parties pursuant to Section 5.18(f); (2) each Equipment Lease/Gas Contract, sublicensees including any Losses arising out of the US Seller’s continuing relationship with the counterparties to each Equipment Lease/Gas Contract following the Closing; (except for 3) the Seminole Agreements, including any Losses arising out of the US Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating ’s continuing relationship with the counterparty to an infringement of [ * ], the Seminole Agreements following the Closing; or (ii4) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the SellerDuke Agreements, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice including any Losses arising out of the licenses set forth US Seller’s continuing relationship with the counterparties to the Duke Agreements following the Closing. If the Purchaser transfers its interest in Sections 1.3 and 1.4, excluding any such liability resulting from the Borrower (as defined in the Debt Commitment Letter) or relating to an infringement of [ * ]. In additionthe Borrower (as defined in the Debt Commitment Letter) transfers the US Purchased Assets, the Purchaser shall indemnify cause such transferee of such interests or US Purchased Assets, as the Sellercase may be, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemniteesto assume its obligations under this Article VIII.”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by the Purchaser. Subject always to the limitations set forth in provisions of Sections 8.4 and 8.5 and the provisions of this Section 68.3, the Purchaser shall defend, indemnify and hold harmless the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the PurchaserSeller, its Affiliates and their respective successorsofficers, assignsdirectors, licensees agents and employees (except for individually, a "Seller Indemnitee" and collectively the "Seller Indemnitees") from and against: One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any breach of, or misrepresentation or inaccuracy in, any representation or warranty made by the Purchaser in or pursuant to this Agreement in Sections 4.2(a), (b), (c)(i), (e) (to the extent that the representation in 4.2(e) relates to the Purchaser) or (f); Fifty (50%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any breach of, or misrepresentation or inaccuracy in, any representation or warranty made by the Purchaser in or pursuant to this Agreement in Sections 4.2(c)(ii), (d) or (e) (to the extent that the representation in 4.2(e) relates to the Partnership); One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any breach of any covenant, agreement or obligation made or to be performed by the Purchaser or its Affiliates under or pursuant to this Agreement provided that the Purchaser shall first have notice of and an opportunity to cure within that thirty (30) days of such notice breaches relating to post-Closing covenants, agreements or obligations that are not willful, intentional or reckless; One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, to the extent such Losses are a result of or in connection with activities of the Business after the Closing Date, including without limitation, any alleged breach or breach of contracts of the Business on or after the Closing (but not contracts of the Business with the Seller and their or its Affiliates), sublicensees (except or any Losses related to the employment of employees of the Business or the hiring of consultants for the SellerBusiness or by the Purchaser, their Affiliates including with respect to the Bayer Benefit Plans and their and their Affiliates’ licensees the Partnership Pension Plan used to provide benefits to such employees or sublicenseesconsultants, the termination (including constructive termination) and transfereesof any employees as a result of the transactions contemplated by this Agreement, but excluding or Losses arising from any Proceeding arising from events or occurrences on or after the Closing Date, provided however, that the Seller Indemnitee shall have the burden of proving the extent to which any such liability Losses are the result of occurrences after the Closing Date; One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, to the extent that such Losses result from (A) Taxes (including all information returns) assessed against the Business due in respect of any period beginning on or after the Closing Date, (B) Taxes, related to, arising out of or resulting from the failure to qualify to do business in any jurisdiction or lack of good standing in any jurisdiction due in respect of any period beginning on or after the Closing Date, or (C) a failure or delay by the Purchaser to amend (x) its corporate registrations in jurisdictions where it is qualified to do business as an extra-provincial corporation, or (y) licenses, registrations and labels relating to any Products or Formulations, in each case, to reflect the fact that the Partnership has been dissolved as a result of the acquisition by the Purchaser from the Seller of the Offered Partnership Interest on Closing and that the Purchaser carries on the Business following the Closing; One-half (50%) of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with the operation of the Business prior to the Closing Date (other than to the extent such liability is set forth or reserved for in the Financial Statements), including without limitation one-half (50%) of: any Losses arising from any Proceeding arising from events or occurrences prior to the Closing Date; any Losses arising from an alleged failure or a failure of the Partnership or the Business to comply with Laws (other than Environmental Laws) prior to the Closing Date; any Losses arising prior to the Closing Date related to the employment of employees of the Partnership or the hiring of consultants by the Partnership, including any Losses involving the Partnership Benefit Plans and the Partnership Pension Plan used to provide benefits to such employees or consultants; any alleged breach or breach of contracts of the Partnership and its Affiliates prior to the Closing; and any Losses arising from any liability arising from events or occurrences prior to, or relating to an infringement the periods prior to the Closing Date to the extent such liability is not reflected or reserved in the Financial Statements, including without limitation the litigation claims set forth on Schedule 4.1(g) and Schedule 4.2(c). one-half (50%) of [ * ]any Taxes assessed against the Partnership due in respect of any period beginning on or after November 20, 1998 through the Closing Date; and One hundred (100%) percent of any and all Losses suffered by a Seller Indemnitee, as a result of or in connection with any failure to pay the Purchase Price. Notwithstanding Section 8.3(a), the Purchaser shall not be required to indemnify the Seller Indemnitees unless such right to indemnification is asserted by the Seller (whether or not such Losses have actually been incurred) by written notice to the Purchaser describing with reasonable specificity the facts giving rise to the asserted right within the following time periods: with respect to any matter covered by Section 8.3(a)(iv) and any fraud or intentional misrepresentation made by the Purchaser, there shall be no limitation on the time for making a Claim; with respect to any matter covered by Section 8.3(a)(iii) (other than those specified in Section 8.3(b)(i) above, Tax matters or matters relating to employees or employee benefits which are dealt with in Section 8.3(b)(iii), or Environmental Liability (which is dealt with exclusively in Sections 8.4 and 8.5)), on or before the later of (x) the date which is five (5) years after the Closing Date or (y) two (2) years following the breach, but in no event later than seven (7) years following Closing; with respect to Tax matters covered under Section 8.3(a)(v) or (a)(vii), or matters relating to the Partnership Pension Plan covered under Section 8.3(a)(vi), on or before the date that the relevant authorities shall no longer be entitled to assess liability in respect of such Tax matters or such Partnership Pension Plan matters; and with respect to matters relating to employees or the Partnership Benefit Plans covered under Section 8.3(a)(vi), on or before the expiration of the applicable statute of limitations for the Claim, or if a violation of Law, the applicable statute of limitations for the underlying Laws which form the basis of the Claim. with respect to all other matters covered by Section 8.3(a) (other than other than those specified in Section 8.3(b)(i) and (b)(ii) above, Tax matters or matters relating to employees or employee benefits, which are dealt with in Section 8.3(b)(iii), and Environmental Liability, which is dealt with exclusively in Sections 8.4 and 8.5), on or before the date which is two (2) years after the Closing Date. Subject to the terms of Section 8.3(d) and (e) and Section 8.5, the Purchaser (i) shall not be required to indemnify the Seller Indemnitees pursuant to Section 8.3(a) with respect to any individual Losses of less than the De Minimis Amount or with respect to the Threshold Amount of such Losses (calculated on a cumulative basis under both this Agreement and the Xxxxxxxxx LLC Purchase Agreement and not taking into account all individual Losses of less than the De Minimis Amount), and (ii) shall indemnify the Seller Indemnitees pursuant to Section 8.3(a) for such Losses to the extent in excess of the Threshold Amount. Except as provided by Section 8.3(d) and 8.3(e) and comparable provisions of the Xxxxxxxxx LLC Purchase Agreement so identified in the Xxxxxxxxx LLC Purchase Agreement, the Purchaser's aggregate indemnification obligations for Losses under both this Agreement and the Xxxxxxxxx LLC Purchase Agreement shall in no event exceed the General Indemnification Cap. Notwithstanding Section 8.3(c), the General Indemnification Cap shall not apply to Losses (i) under Section 8.3(a)(vi) and 8.3(a)(vii) with respect to Tax matters and with respect to any matter relating to employees or employee benefits or (ii) to Losses under Section 8.5 with respect to Environmental Liability (collectively, the "Canadian Seller Excepted Liabilities"). Purchaser's aggregate indemnification obligations with respect to the Losses with respect to such Canadian Seller Excepted Liabilities (other than indemnification obligations under Sections 8.5(a), 8.5(b)(ii), 8.5(c)(ii), 8.5(d) and 8.5(e) which are subject to no indemnification cap or limitation) under this Agreement and Losses specified as the "Seller Excepted Liabilities" (other than indemnification obligations with respect to any Environmental Liability that is not subject to any indemnification cap or limitation in the Xxxxxxxxx LLC Purchase Agreement) under the Xxxxxxxxx LLC Purchase Agreement (to the extent in excess of any Threshold Amount of Losses calculated simultaneously under this Agreement and the Xxxxxxxxx LLC Purchase Agreement and exclusive of any individual Losses of less then the De Minimis Amounts), shall not exceed the Aggregate Indemnification Cap. Except as provided herein, the Purchaser’s or its Affiliates’ or sublicensees’ (except 's aggregate indemnification obligations including those with respect to Losses subject to the General Indemnification Cap and the Aggregate Indemnification Cap under this Agreement and under the Xxxxxxxxx LLC Purchase Agreement shall in no event exceed the Aggregate Indemnification Cap, and any monies paid by the Purchaser on account of indemnification obligations for the Seller, their Affiliates Environmental Matters under Section 8.5 of this Agreement and their and their Affiliates’ licensees or sublicensees) practice Section 8.5 of the licenses set forth Xxxxxxxxx LLC Purchase Agreement (other than indemnification obligations under Sections 8.5(a), 8.5(b)(ii), 8.5(c)(ii) and 8.5(d) of this Agreement and Sections 8.5(a), 8.5(b)(ii), 8.5(c)(ii) and 8.5(d) or Section 8.3 (d) of the Xxxxxxxxx LLC Purchase Agreement, which are subject to no indemnification cap or limitation) and under indemnification obligations under the Xxxxxxxxx LLC Purchase agreement (other than those that are not subject to any indemnification cap or limitation in Sections 1.3 and 1.4the Xxxxxxxxx LLC Purchase Agreement) shall be included in the calculations for purposes of determining whether the Aggregate Indemnification Cap has been reached. Notwithstanding Section 8.3(c) or Section 8.3(d), excluding the De Minimis Amount, the Threshold Amount, the General Indemnification Cap or the Aggregate Indemnification Cap shall not apply to Losses with respect to (i) any fraudulent or intentional misrepresentation, or any breach of a covenant or agreement made or to be performed by the Purchaser, (ii) Losses under Section 8.3(a)(viii) or (iii) Losses under Section 8.3(a)(iv) (to the extent that the Seller Indemnitee has met its burden of proof that such liability resulting Losses resulted from post-Closing occurrences) or relating Section 8.3(a)(v). Notwithstanding anything to an infringement of [ * ]. In additionthe contrary herein, the Purchaser shall be required to indemnify the SellerSeller Indemnitees with respect to any Loss under Section 8.3(a)(ii), Section 8.3(a)(vi) or Section 8.3(a)(vii), only to the extent that (i) a claim for such Loss has been asserted directly against, and paid by, the Sellable Assets PurchaserSeller Indemnitees, and their respective Affiliates and each (ii) the Seller Indemnitees collectively have incurred or paid the entire amount of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns such Losses. In the event that the Seller Indemnitees have collectively incurred or paid more than one-half (collectively50%) of the total amount of such a Loss but less than the entire amount of such Loss, the “Other Indemnitees”Purchaser shall only indemnify the Seller Indemnitees for any amount in excess of one-half (50%) against any Damages of the total amount of the Loss. For purposes of this Section 8.3, amounts paid or payable by a Seller Indemnitee to indemnify a Purchaser Indemnitee shall not be amounts that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts qualify as a Loss suffered by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDa Seller Indemnitee.

Indemnification by the Purchaser. Subject If the Phase I Closing occurs, and subject to the limitations expressly set forth in this Section 68.4 and Section 8.5, the Purchaser shall will indemnify and hold harmless the Seller and their its Affiliates and each of its and their trustees, directors, officers, employees and employees, agents and their respective successors, heirs and assigns representatives (collectively, the “Seller IndemniteesIndemnified Parties”) from and against any Damages that and all Losses (other than Losses with respect to Taxes, for which the provisions of Section 9.1(a) will govern) incurred by the Seller Indemnitees Indemnified Parties arising or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser any representation or warranty set forth in Article 4 or in the certificates delivered pursuant to Sections 2.10(b)(xi) or Section 5.2; 2.11(b)(v) (determined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by the Purchaser upon the consummation of the Phase I Closing, and in the event that the Phase II Closing shall have occurred, with respect to the Business and the Purchased Assets and Assumed Liabilities), (b) any breach by the Purchaser of the covenants any agreement or covenant of the Purchaser or any of its Affiliates set forth in this Agreement; Agreement (determined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by the Purchaser upon the consummation of the Phase I Closing, and in the event that the Phase II Closing shall have occurred, with respect to the Business and the Purchased Assets and Assumed Liabilities) and (c) any Assumed Liability; or (d) any liability arising from (i) . For the post-Effective Date use, license, sale or exploitation sake of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In additionclarity, the Purchaser shall indemnify amount of indemnified Losses will be calculated without regard to any materiality or Material Adverse Effect qualifications contained in the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]applicable provisions hereof. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.Section 8.3

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold harmless the Company, its partners, Affiliates, officers, directors, employees and duly authorized agents and each Person or entity, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the limitations set forth same extent as the foregoing indemnity from the Company to the Purchaser, but only with reference to information related to the Purchaser or its plan of distribution, furnished in this Section 6writing by the Purchaser or on the Purchaser's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against the Purchaser, the Purchaser shall indemnify have the Seller rights and their Affiliates duties given to the Company, and each of their trusteesthe Company or its partners, Affiliates, officers, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ]duly authorized agents, or (ii) the Purchaser’s such controlling Person, or its partners, Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, officersemployees or duly authorized agents, employees shall have the comparable rights and agents duties given to the Purchasers by Section 4.1. The Purchaser also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities with reference to the same information as to which it agrees to indemnify the Company referenced above, their respective successorsofficers and directors and each Person who controls such Underwriters on customary terms. The Company shall be entitled to receive indemnities on customary terms from Underwriters, heirs selling brokers, dealer managers and assigns (collectivelysimilar securities industry professionals participating in the distribution, to the “Other Indemnitees”) against same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] prospectus or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDRegistration Statement.

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold harmless AEC, its partners, Affiliates, officers, directors, employees and duly authorized agents and each Person or entity, if any, who controls AEC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the limitations set forth same extent as the foregoing indemnity from AEC to the Purchaser, but only with reference to information related to the Purchaser or its plan of distribution, furnished in this Section 6writing by the Purchaser or on the Purchaser's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against AEC or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against the Purchaser, the Purchaser shall indemnify have the Seller rights and their Affiliates duties given to AEC, and each of their trusteesAEC or its partners, Affiliates, officers, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ]duly authorized agents, or (ii) the Purchaser’s such controlling Person, or its partners, Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, officersemployees or duly authorized agents, employees shall have the comparable rights and agents duties given to the Purchasers by Section 4.1. The Purchaser also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities with reference to the same information as to which it agrees to indemnify AEC referenced above, their respective successorsofficers and directors and each Person who controls such Underwriters on customary terms. AEC shall be entitled to receive indemnities on customary terms from Underwriters, heirs selling brokers, dealer managers and assigns (collectivelysimilar securities industry professionals participating in the distribution, to the “Other Indemnitees”) against same extent as provided above, with respct to information so furnished in writing by such persons specifically for inclusion in any Damages that the Other Indemnitees prospectus or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDregistration statement.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify and hold each of the Seller and their its Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against any Damages that the or incurred or suffered by such Seller Indemnitees or any one Indemnified Party arising out of them incurs resulting or arising from or otherwise relating to (a) any breach of any representation, warranty or certification made by the representations and warranties Purchaser in any of the Transaction Documents or certificates given by the Purchaser set forth in Section 5.2; writing pursuant hereto or thereto, (b) any breach of or default under any covenant or agreement by the Purchaser of the covenants of the Purchaser set forth in this Agreement; pursuant to any Transaction Document and (c) any Assumed Liabilityfees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; or (d) provided, however, that the foregoing shall exclude any liability arising from indemnification to any Seller Indemnified Party (i) that results from the post-Effective Date usebad faith or willful misconduct of such Seller Indemnified Party, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) to the Purchaser’s extent resulting from acts or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice omissions of the licenses set forth Purchaser based upon the written instructions from any Seller Indemnified Party or (iii) for any matter in Sections 1.3 and 1.4, excluding respect of which any such liability resulting from or relating Purchaser Indemnified Party would be entitled to an infringement of [ * ]indemnification under Section 9.1. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTCertain confidential information contained in this document, MARKED BY BRACKETSmarked by brackets, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, AS AMENDEDas amended.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify and hold each of the Seller and their its Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including attorneys’ fees) awarded against any Damages that the or incurred or suffered by such Seller Indemnitees Indemnified Party, involving a third party claim, demand, action or any one proceeding, arising out of them incurs resulting or arising from or otherwise relating to (ai) any breach of any representation, warranty or certification made by the representations Purchaser in any of the Transaction Documents or certificates given by the Purchaser in writing pursuant hereto or thereto, (ii) any breach of or default under any covenant or agreement by the Purchaser pursuant to any Transaction Document to which the Purchaser is party and warranties (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such Seller Indemnified Party, (B) to the extent resulting from the performance by any other Person (including the Seller) or the failure of any other Person (including the Seller) to perform any of its obligations under any of the Transaction Documents or (C) to the extent resulting from acts or omissions of the Purchaser set forth in Section 5.2; (b) based upon the written instructions from any breach Seller Indemnified Party. Any amounts due to any Seller Indemnified Party hereunder shall be payable by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the to such Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIndemnified Party upon demand.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, employees, equity holders, attorneys, agents and Affiliates against, and agrees to hold each of them harmless from, any and all Losses incurred or suffered by a Seller or any Seller's officers, employees directors, employees, equity holders, attorneys, agents or Affiliates, whether or not resulting from a third party claim, arising out of, relating to or resulting from, without duplication, (1) any breach of a representation or warranty of the Purchaser contained in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement, (2) any breach of an agreement or covenant made by the Purchaser in this Agreement, (3) any inaccuracy in any certificate or instrument delivered by the Purchaser to any Seller pursuant to this Agreement, (4) any Assumed Liability or any Liability or obligation of Purchaser to any third party arising or to be paid, performed or discharged after the Closing Date, (5) Purchaser's use and agents operation of the Acquired Assets from and after the Closing Date, including any act or omission of Purchaser or any of Purchaser's officers, directors, employees, agents, or Affiliates relating thereto, (6) any failure of Purchaser or any of its Affiliates to comply with any applicable "bulk sales" or similar Requirement of Law in connection with the consummation of the transactions contemplated by this Agreement, (7) the Purchaser's actions or omissions relating to any Acquired Assets which are accounts and/or receivables which are not Eligible Accounts, or (8) any violation or alleged violation of any federal, state, local or municipal law or regulation with respect to the Acquired Assets or the Assumed Liabilities. Notwithstanding the foregoing, the Sellers and their respective successorsAffiliates will not be entitled to indemnity pursuant to this Section 9.3 (i) in respect of any individual Action or individual claim, heirs fact or occurrence or any series of related Actions, claims, facts or occurrences (including any class action), until Losses in respect of such individual or related Actions, claims, facts or occurrences are greater on a cumulative basis than the Indemnity Deductible or (ii) for any Losses, until the aggregate amount of such Losses incurred or suffered by any Seller(s) or any of their respective Affiliates exceeds on a cumulative basis the Indemnity Deductible, in which case the Sellers and assigns (collectively, their respective Affiliates shall be entitled to indemnification for the “Other Indemnitees”) against any Damages full amount of such Losses in excess of such Indemnity Deductible; provided that in no event will Sellers and their respective Affiliates be entitled to indemnity for Losses pursuant to this Section 9.3 to the extent that the Other Indemnitees amount of Losses, in the aggregate, incurred or suffered by the Sellers or any one of them incurs resulting or arising from or otherwise relating to [ * ] or their respective Affiliates exceeds the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIndemnity Cap.

Indemnification by the Purchaser. Subject From and after the Closing, the Purchaser (together with the Seller Indemnifying Parties, the “Indemnifying Parties”) will indemnify the Selling Stockholders, their Affiliates (including the Seller Principals), the respective Representatives of the foregoing Persons, and the respective successors, heirs and permitted assigns of the foregoing Persons (each a “Seller Indemnified Party” and collectively the “Seller Indemnified Parties” and together with the Purchaser Indemnified Parties, the “Indemnified Parties”), and hold them harmless from any and all Damages arising (regardless of whether or not Damages relate to any third party claim) out of (i) any breach of, or inaccuracy in, any representation or warranty made by the Purchaser pursuant to this Agreement; (ii) any breach of any covenant contained in Sections 4.2 and 4.5 of this Agreement, and (iii) any Proceeding relating to any such matters (including any Proceeding commenced by a Seller Indemnified Party for the purpose of enforcing any of its rights under this Section 9) (collectively, “Seller Indemnifiable Claims”). The indemnification obligations in this Section 9.3 shall be subject to the limitations set forth in this Section 69.5. FOR PURPOSES OF CLARITY, the Purchaser shall indemnify the Seller and their Affiliates and each of their trusteesTHE SELLING STOCKHOLDERS IRREVOCABLY AND EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SELLER INDEMNIFIED PARTIES ARE AND WILL NOT BE ENTITLED TO ANY INDEMNIFICATION, directorsMONEY DAMAGES, officers, employees and agents and their respective successors, heirs and assigns OR OTHER REMEDIES UNDER OR IN CONNECTION WITH THIS AGREEMENT THAT ARISE UNDER OR RELATE TO SECTION 4.1(A) OR (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their AffiliatesB), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * EXCEPT THAT THE SOLE REMEDIES RELATING THERETO ARE AS SET FORTH IN SECTION 4.7. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN A COMPLETE VERSION OF THIS DOCUMENT, MARKED BY BRACKETS, EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDCOMMISSION.

Indemnification by the Purchaser. Subject to Following the limitations set forth in this Section 6Closing, the Purchaser shall indemnify and hold harmless each of the Seller Seller, its Affiliates and their Affiliates and each of their trustees, respective directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “"Seller Indemnitees”Indemnified Parties") from and against and in respect of any and all Damages that the Seller Indemnitees suffered or incurred by any one of them incurs resulting from, arising out of, based on or arising from or otherwise relating to (ai) any breach of any representation or warranty made by the representations and warranties Purchaser in this Agreement that, as of the Closing, has not been cured by the Purchaser or waived by the Seller in accordance with Section 8.01; (ii) any failure to perform any covenant, agreement or undertaking on the part of the Purchaser contained in this Agreement; (iii) any breach of a representation or warranty in or omission of information included in any certificate delivered by or on behalf of the Purchaser pursuant to Section 6.02(a)(iii)(A); (iv) the Assumed Liabilities; (v) subject in all respects to the terms and conditions set forth in Section 5.2; the Program Documentation (bincluding the obligations (including any standard of care) any of the Purchaser and its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, and the remedies for breach by a party thereto of its obligations thereunder), Third Party Actions arising after the Closing from the ownership by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed LiabilityPurchased Assets; or (dvi) any liability statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or Damages arising from as a result of the termination or dismissal (i) including constructive termination or dismissal), by the post-Effective Date use, license, sale or exploitation Purchaser of any or all Transferred Employees following the Closing. For purposes of this Section 5.04(f), a breach of a representation or warranty contained in this Agreement or any certificate delivered by the Purchaser pursuant to the terms of this Agreement shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification as to materiality, material adverse effect or knowledge, it being the intention of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for parties hereto that the Seller Indemnified Parties shall be indemnified and their Affiliates)held harmless from and against any and all Damages suffered or incurred by any of them or resulting from, sublicensees (except for the Sellerarising out of, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from based on or relating to an infringement the failure of [ * ]any such representation or warranty, to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality, material adverse effect or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses knowledge set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDwith respect thereto.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify and hold each of the Seller and their its Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against any Damages that the or incurred or suffered by such Seller Indemnitees or any one Indemnified Party arising out of them incurs resulting or arising from or otherwise relating to (a) any breach of any representation, warranty or certification made by the representations and warranties Purchaser in any of the Transaction Documents or certificates given by the Purchaser set forth in Section 5.2; writing pursuant hereto or thereto, (b) any breach of or default under any covenant or agreement by the Purchaser of the covenants of the Purchaser set forth in this Agreement; pursuant to any Transaction Document and (c) any Assumed Liabilityfees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; or (d) provided, however, that the foregoing shall exclude any liability arising from indemnification to any Seller Indemnified Party (i) that results from the post-Effective Date usebad faith or willful misconduct of such Seller Indemnified Party, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) to the Purchaser’s extent resulting from acts or its Affiliates’ or sublicensees’ (except for omissions of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Seller, their Affiliates Securities and their and their Affiliates’ licensees or sublicensees) practice Exchange Commission pursuant to Rule 24b-2 of the licenses set forth in Sections 1.3 and 1.4Securities Exchange Act of 1934, excluding any such liability resulting from or relating to an infringement of [ * ]as amended. In addition, the Purchaser shall indemnify based upon the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each written instructions from any Seller Indemnified Party or (iii) for any matter in respect of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against which any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating Purchaser Indemnified Party would be entitled to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDindemnification under Section 9.1.

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold each of the limitations set forth in this Section 6, the Purchaser shall indemnify the Seller Selling Parties and their Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including reasonable attorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, arising out of, or involving any Damages that the Seller Indemnitees third party claim, demand, action or any one of them incurs resulting or proceeding arising from or otherwise relating to out of, (ai) any breach of any representation, warranty or certification made by the Purchaser in or pursuant to any of the Transaction Documents, (ii) any breach of or default under any covenant or agreement by the Purchaser to a Selling Party pursuant to any Transaction Document to which the Purchaser is party, (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser or its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this Royalty Purchase and Sale Agreement, and (iv) acts or omissions of a Selling Party or any of its Affiliates based upon written instructions from any Purchaser Indemnified Party (unless the Selling Party is otherwise liable for such Losses pursuant to the terms of this Royalty Purchase and Sale Agreement); provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such Seller Indemnified Party, (B) to the extent resulting from the performance by a Selling Party or any other Person (excluding the Purchaser) or the failure of a Selling Party or any other Person (excluding the Purchaser) to perform any of its obligations under, or any breach of any of a Selling Party’s representations and warranties in, any of the Transaction Documents Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. or (C) to the extent resulting from acts or omissions of the Purchaser set forth in Section 5.2; (b) or any breach of its Affiliates based upon the written instructions from any Seller Indemnified Party. Any amounts due to any Seller Indemnified Party hereunder shall be payable by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the to such Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIndemnified Party upon demand.

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold harmless AEC, its partners, Affiliates, officers, directors, employees and duly authorized agents and each Person or entity, if any, who controls AEC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person, to the limitations set forth same extent as the foregoing indemnity from AEC to the Purchaser, but only with reference to information related to the Purchaser or its plan of distribution, furnished in this Section 6writing by the Purchaser or on the Purchaser's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against AEC or its partners, Affiliates, officers, directors, employees or duly authorized agents or any such controlling Person or its partners, Affiliates, officers, directors, employees or duly authorized agents, in respect of which indemnity may be sought against the Purchaser, the Purchaser shall indemnify have the Seller rights and their Affiliates duties given to AEC, and each of their trusteesAEC or its partners, Affiliates, officers, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ]duly authorized agents, or (ii) the Purchaser’s such controlling Person, or its partners, Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trusteesofficers, directors, officersemployees or duly authorized agents, employees shall have the comparable rights and agents duties given to the Purchasers by Section 4.1. The Purchaser also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities with reference to the same information as to which it agrees to indemnify AEC referenced above, their respective successorsofficers and directors and each Person who controls such Underwriters on customary terms. AEC shall be entitled to receive indemnities on customary terms from Underwriters, heirs selling brokers, dealer managers and assigns (collectivelysimilar securities industry professionals participating in the distribution, to the “Other Indemnitees”) against same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any Damages that the Other Indemnitees prospectus or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDregistration statement.

Indemnification by the Purchaser. Subject to the limitations set forth in this Section 69.9, the Purchaser shall agrees to indemnify and hold each of the Seller and their its Affiliates and each any or all of their trusteesrespective partners, directors, officers, employees and managers, members, employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against any Damages that the or incurred or suffered by such Seller Indemnitees Indemnified Party, whether or any one not involving a Third Party Claim, arising out of them incurs resulting or arising from or otherwise relating to (a) any breach of any representation or warranty made by the representations and warranties Purchaser in any of the Transaction Documents to which it is a Party or any certificate delivered by the Purchaser set forth to the Seller in Section 5.2; writing pursuant to this SPSA, (b) any breach by the Purchaser of the covenants or default under any covenant or agreement of the Purchaser set forth in this Agreement; any Transaction Document to which the Purchaser is party or (c) any Assumed Liabilityfees, expenses, costs, liabilities or other amounts, including brokerage or finder’s fees or commissions, incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this SPSA; or (d) provided; however, that the foregoing shall exclude any liability arising from indemnification to any Seller Indemnified Party (i) to the post-Effective Date useextent resulting from the bad faith, license, sale gross negligence or exploitation willful misconduct of any of the Purchased Assets by the PurchaserSeller Indemnified Party, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) for any matter in respect of which any Purchaser Indemnified Party would be entitled to indemnification under Section 7.1 or (iii) to the Purchaser’s extent resulting from acts or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice omissions of the licenses set forth in Sections 1.3 and 1.4, excluding Purchaser or any such liability resulting of its Affiliates based upon the written instructions from or relating to an infringement of [ * ]. In addition, any Seller Indemnified Party (unless the Purchaser shall indemnify is otherwise liable for such Losses pursuant to the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each terms of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDthis SPSA).

Indemnification by the Purchaser. Subject to The Purchaser will indemnify, hold harmless and defend (collectively, “Indemnify”) the limitations set forth in this Section 6Vendor, the Purchaser shall indemnify the Seller its Affiliates and their Affiliates and each of their trustees, respective directors, officersstockholders, employees and agents and their respective successors, heirs and assigns (collectively, the each an “Seller IndemniteesVendor Indemnitee”) against any Damages and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including without limitation reasonable attorneys’ fees and witness fees) (“Losses”) resulting from any claim, action or proceeding brought or initiated by a third party (“Third Party Claim”) against Vendor Indemnitees to the extent that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach such Third Party Claim arises out of the representations and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, licensemarketing, sale or exploitation distribution of the Combined Products by the Purchaser, except if such Third Party Claim arises out of the breach of any representation or warranty by the Vendor about the Product, provided, that such indemnity shall only apply to the extent arising from the gross negligence or willful misconduct of any Vendor Indemnitee. Indemnification by the Purchased Assets by Vendor. The Vendor will indemnify, hold harmless and defend (collectively, “Indemnify”) the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officersstockholders, employees and agents and their respective successors, heirs and assigns (collectively, the each an “Other IndemniteesPurchaser Indemnitee”) against any Damages and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including without limitation reasonable attorneys’ fees and witness fees) (“Losses”) resulting from any claim, action or proceeding brought or initiated by a third party (“Third Party Claim”) against Purchaser Indemnitees if such Third Party Claim arises out of the breach of any representation or warranty by the Purchaser about the Combined Product, provided, that such indemnity shall only apply to the Other Indemnitees or any one of them incurs resulting or extent arising from the gross negligence or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or willful misconduct of any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDPurchaser Indemnitee.

Indemnification by the Purchaser. Subject The Purchaser agrees to the limitations set forth in this Section 6, the Purchaser shall indemnify and hold each of the Seller and their its Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including attorneys’ fees) awarded against any Damages that the or actually incurred or suffered by such Seller Indemnitees Indemnified Party, whether or any one not involving a third party claim, demand, action or proceeding, arising out of them incurs resulting or arising from or otherwise relating to (ai) any breach of any representation, warranty or certification made by the representations Purchaser in any of the Transaction Documents or certificates given by the Purchaser in writing pursuant hereto or thereto, (ii) any breach of or default under any covenant or agreement by the Purchaser pursuant to any Transaction Document to which the Purchaser is party and warranties (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such Seller Indemnified Party, (B) to the extent resulting from the failure of any Person other than the Purchaser to perform any of its obligations under any of the Transaction Documents or (C) to the extent resulting from acts or omissions of the Purchaser set forth in Section 5.2; (b) based upon the written instructions from any breach Seller Indemnified Party. Any amounts due to any Seller Indemnified Party hereunder shall be payable by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the to such Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIndemnified Party upon demand.

Indemnification by the Purchaser. Subject to the limitations set forth in terms and conditions of this Section 6Article IX, from and after the Closing, the Purchaser shall indemnify and its respective successors and assigns (with respect to any claim made under this Section 9.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and their its Affiliates and each of their trusteesrespective officers, directors, officersmanagers, employees employees, successors and agents and their respective successors, heirs and permitted assigns (collectivelywith respect to any claim made under this Section 9.2, the “Seller IndemniteesIndemnified Parties”) from and against any Damages that and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the Seller Indemnitees foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any one Indemnified Party to the extent arising in whole or in part out of them incurs or resulting directly or arising indirectly from (whether or otherwise relating to not involving a Third Party Claim): (ai) any the breach of the representations and warranties of any representation or warranty made by the Purchaser set forth in Section 5.2; (b) this Agreement or in any breach certificate delivered by the Purchaser pursuant to this Agreement; (ii) the breach of any covenant or agreement on the covenants part of the Purchaser set forth in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement; (ciii) any Assumed LiabilityAction by Person(s) who were holders of equity securities of the Seller, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (div) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDFraud Claims.

Indemnification by the Purchaser. Subject to this Article XI, the Seller and their heirs, assigns, representatives and agents shall be indemnified and held harmless by the Purchaser, at all times after the date of this Agreement, against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the reasonable fees and expenses of counsel) resulting from, or in respect of, any misrepresentation, breach of warranty, or non-fulfillment of any obligation on the part of the Purchaser under this Agreement, the Contingent Note or the Employment Agreement, any document relating thereto or contained in any schedule or exhibit to this Agreement, the Contingent Note or the Employment Agreement or from any misrepresentation in or omission from any certificate, schedule, other agreement or instrument by the Purchaser hereunder or thereunder. The Purchaser shall also indemnify the Seller and Drs. Petrxxx xxx Wieselthier with respect to any damages, losses, deficiencies, liabilities, obligations, commitments, costs or expenses (including the reasonable fees and expenses of counsel) incurred by the Seller, Dr. Xxxxxxx xx Dr. Xxxxxxxxxxx, xx the case may be, in connection with the structure of the transaction contemplated by this Agreement resulting from the employment of such Person by CP&I or any AmeriPath Affiliate and the violation or alleged violation (only if alleged by a Person not affiliated with the Seller, Dr. Xxxxxxx xx Dr. Xxxxxxxxxxx) xx any Health Care Laws due to the structure of this transaction; provided, however, that AmeriPath shall have the right to assume and control the defense of any such actions with counsel of reputable standing (subject to the limitations set forth in this Section 6, (x) the Purchaser shall indemnify the Seller and their Affiliates and each of their trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Seller Indemnitees”) against any Damages that the Seller Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (a) any breach fourth sentence of the representations first paragraph of Section 11.4 and warranties of the Purchaser set forth in Section 5.2; (b) any breach by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (iy) the post-Effective Date use, license, sale or exploitation third paragraph of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the Seller and their AffiliatesSection 11.4), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by the Purchaser. Subject The Purchaser agrees to indemnify and hold each of the limitations set forth in this Section 6, the Purchaser shall indemnify the Seller Selling Parties and their Affiliates and each any and all of their trusteesrespective partners, directors, managers, members, officers, employees and employees, agents and their respective successorscontrolling Persons (each, heirs and assigns (collectively, the a “Seller IndemniteesIndemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including reasonable attorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, arising out of, or involving any Damages that the Seller Indemnitees third party claim, demand, action or any one of them incurs resulting or proceeding arising from or otherwise relating to out of, (ai) any breach of any representation, warranty or certification made by the Purchaser in or pursuant to any of the Transaction Documents, (ii) any breach of or default under any covenant or agreement by the Purchaser to a Selling Party pursuant to any Transaction Document to which the Purchaser is party, (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser or its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this Royalty Purchase and Sale Agreement, and (iv) acts or omissions of a Selling Party or any of its Affiliates based upon written instructions from any Purchaser Indemnified Party (unless the Selling Party is otherwise liable for such Losses pursuant to the terms of this Royalty Purchase and Sale Agreement); provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such Seller Indemnified Party, (B) to the extent resulting from the performance by a Selling Party or any other Person (excluding the Purchaser) or the failure of a Selling Party or any other Person (excluding the Purchaser) to perform any of its obligations under, or any breach of any of a Selling Party’s representations and warranties in, any of the Transaction Documents or (C) to the extent resulting from acts or omissions of the Purchaser set forth in Section 5.2; (b) or any breach of its Affiliates based upon the written instructions from any Seller Indemnified Party. Any amounts due to any Seller Indemnified Party hereunder shall be payable by the Purchaser of the covenants of the Purchaser set forth in this Agreement; (c) any Assumed Liability; or (d) any liability arising from (i) the post-Effective Date use, license, sale or exploitation of any of the Purchased Assets by the Purchaser, its Affiliates and their respective successors, assigns, licensees (except for the to such Seller and their Affiliates), sublicensees (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) and transferees, but excluding any such liability resulting from or relating to an infringement of [ * ], or (ii) the Purchaser’s or its Affiliates’ or sublicensees’ (except for the Seller, their Affiliates and their and their Affiliates’ licensees or sublicensees) practice of the licenses set forth in Sections 1.3 and 1.4, excluding any such liability resulting from or relating to an infringement of [ * ]. In addition, the Purchaser shall indemnify the Seller, the Sellable Assets Purchaser, and their respective Affiliates and each of their respective trustees, directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “Other Indemnitees”) against any Damages that the Other Indemnitees or any one of them incurs resulting or arising from or otherwise relating to [ * ] or the reasonable efforts by the Other Indemnitees or any one of them to [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIndemnified Party upon demand.