Indemnification by Company. Except as otherwise limited by this ARTICLE VIII, the Company shall indemnify, defend and hold harmless Buyer and its Representatives and any assignee or successor thereof (collectively, the “Buyer Indemnified Parties”) from and against, and pay or reimburse Buyer Indemnified Parties for, any and all losses, Actions, Orders, liabilities, damages (including consequential damages), 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 foregoing, a “Loss”) suffered or incurred by, or imposed upon, any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller Party or, at or prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.

Indemnification by Company.Buyer Parties. Except as otherwise limited by this ARTICLE VIII, the CompanyBuyer Parties shall indemnify, defend and hold harmless Buyereach Seller and its Representatives and any assignee or successor thereof (collectively, the “Buyer“Seller Indemnified Parties”) from and against, and pay or reimburse Buyerthe Seller Indemnified Parties for, any and all losses, Actions, Orders, liabilities, damages (including consequential damages), 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 foregoing, a “Loss”)Losses, suffered or incurred by, or imposed upon, any BuyerSeller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any representation or warranty made by a Seller PartyBuyer or Parent in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the CompanyBuyer or Parent hereto in connection with or pursuant to this Agreement; or # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller PartyBuyer or Parent, or, at or prior toafter the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the CompanyBuyer or Parent hereto in connection with or pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.Agreement.

Indemnification by Company. Except as otherwise limited by this ARTICLE VIII, the Company shallSeller. Seller agrees to indemnify, defend and hold harmless BuyerBuyer, and its Representativessubsidiaries, parents, affiliates, officers, directors, agents and any assignee or successor thereofemployees (collectively, the “Buyer Indemnified Parties”), from and against, and pay or reimburse Buyer Indemnified Parties for,against any and all claims, demands, causes of action, suits, judgments, debts, liabilities, losses, Actions, Orders, liabilities, damages (including consequential damages), Taxes, interest, penalties, Liens, amounts paid in settlement,damages, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses)disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”), (any ofwhether arising from claims from third parties or Losses incurred directly by the foregoing, a “Loss”)Buyer, that may be sustained or suffered or incurred by, or imposed upon, anyby Buyer (or the other Buyer Indemnified Party arising in wholeParties referenced above) to the extent that the same are caused by or in part out ofarise from any breach or resulting directly or indirectly from: # any inaccuracy in or breachnon-performance by Seller of any representationof its representations, warranties, covenants or warranty made by a Seller Partyother obligations contained in this Agreement (includingAgreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivereddefects in title that exist in connection with real property owned by the Company hereto in connection with or pursuantand relate to this Agreement; # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller Party or, at orthe period prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion ofSeller shall at Seller’s sole expense cure any such securities.defects.

Indemnification by Company. Except as otherwise limited bySeller. Subject to the limitations set forth in this ARTICLE‎ARTICLE VIII, from and after the CompanyClosing, Seller shall indemnify, defendindemnify Buyer, its Affiliates, and hold harmless Buyer and itstheir Representatives and any assignee or successor thereof (collectively, the(each, a “Buyer Indemnified Parties”) from and against, and pay or reimburse Buyer Indemnified Parties for,Party)” against any and all losses, Actions, Orders, liabilities, damages (including consequential damages), 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 foregoing, a “Loss”expenses in connection with any third party action, suit or proceeding) and damages (collectively, “Losses”) suffered or incurred by, or imposed upon, anyby such Buyer Indemnified PartyParty, to the extent arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) orfrom any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller Party or, at or prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.following:

Indemnification by Company. Except as otherwise limited byBuyer. Subject to the limitations set forth in this ARTICLE‎ARTICLE VIII, the Company shall indemnify, defend and hold harmless Buyer and its Representatives and any assignee or successor thereof (collectively, the “Buyer Indemnified Parties”) from and against,after the Closing, Buyer shall indemnify Seller, its Affiliates, and pay or reimburse Buyertheir Representatives (each, a “Seller Indemnified Parties for,Party”) against any and all losses, Actions, Orders, liabilities, damages (including consequential damages), 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 ofLosses incurred by such Seller Indemnified Party, to the foregoing, a “Loss”) suffered or incurred by, or imposed upon, any Buyer Indemnified Partyextent arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) orfrom any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller Party or, at or prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.following:

From and after the Closing, subject to the limitations and other provisions set forth in this ARTICLE VIII, the Company[Article 9], each Seller shall indemnify, defend and hold harmless BuyerBuyer, its Affiliates (including the Group Companies) and its Representativeseach of their respective officers, directors, employees, stockholders, agents, attorneys accountants, representatives, successors, and any assignee or successor thereof (collectively,permitted assigns (each, a “Buyer Indemnitee” and together, the “Buyer Indemnified Parties”Indemnitees”) harmless from and against, and payagainst any damages, losses, Liabilities, obligations, Taxes, claims of any kind, interest or reimburse Buyer Indemnified Parties for, any and all losses, Actions, Orders, liabilities, damages (including consequential damages), 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) (“Loss”), (any ofin each case actually incurred, suffered by or asserted against a Buyer Indemnitee, to the foregoing, a “Loss”) sufferedextent directly or incurred by, or imposed upon, any Buyer Indemnified Partyindirectly arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller Party or, at or prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.

From and after the Closing, subject to the other provisions of this ARTICLE VIII, the Company shall indemnify, defend and hold harmless[Article 8], Seller agrees to indemnify Buyer and its Representativesofficers, directors, employees, agents, attorneys, representatives, assigns and any assignee or successor thereofAffiliates (collectively, the “Buyer Indemnified Parties”“Indemnified Buyer Entities”) and to hold each of them harmless from and against, and pay or reimburse Buyer Indemnified Parties for, any and all losses, Actions, Orders, liabilities, damages (including consequential damages), Taxes, interest, penalties, Liens, amountsIndemnifiable Losses suffered, paid in settlement, costsor incurred by such Indemnified Buyer Entity and expenses (including reasonable expensescaused by any # breach of, inaccuracy in, or the failure to be true and correct of investigation and court costs and reasonable attorneys’ fees and expenses), (anyany of the foregoing, a “Loss”) suffered or incurred by, or imposed upon, any Buyer Indemnified Party arisingrepresentations and warranties made by Seller in whole[Article 3] or in part out of or resulting directly or indirectly from:any certificate delivered pursuant to this Agreement, # any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executedcovenants or delivered by the Company hereto in connection with or pursuant to this Agreement; # any non-fulfillment or breachagreements of any unwaived covenant, obligation or agreement made by or on behalf of a Seller Party or, at or prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto)Agreement, # Taxes with respect to the Acquired Assets for any Pre-Closing Period (excluding Transfer Taxes imposed on or with respect to the transactions contemplated by this Agreement), other than any ofTaxes to the certificates and instrumentsextent the Indemnified Seller Entities are entitled to be executed or delivered by the Company hereto in connection with orindemnification from Buyer for such Taxes pursuant to this Agreement;[[Section 8.02(a)(ii) or # any Action by Person(s) who were holders(iv)])]] Retained Liabilities (excluding Indemnifiable Losses that are the subject of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.[Section 8.01(a)(iii)]).

Indemnification by Company. Except as otherwise limited by this ARTICLE VIII,Buyer. Subject to the Company shalllimitations set forth in [Section 6(d)(iv)] below, the Buyer hereby agrees to indemnify, defend and hold harmless Buyer and its Representatives and any assignee or successor thereof (collectively, the “Buyer Indemnified Parties”)Sellers from and against, and pay or reimburse Buyer Indemnified Parties for, any andagainst all losses, Actions, Orders, liabilities, damages (including consequential damages), 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 foregoing, a “Loss”) suffered or incurred by, or imposed upon, any Buyer Indemnified PartyLosses arising in whole or in part out of or resulting directlyfrom or indirectly from:based upon # anythe inaccuracy in or breachany material respect of any representation or warranty madecontained in [Section 5] by a Seller Partythe Buyer; # the non-performance by the Buyer in any material respect of any covenant, agreement or obligation to be performed by the Buyer under this Agreement (including all schedules and exhibits hereto) or any Other Agreement; # the assessment of the certificatesany federal, state local or other tax liabilities due and instruments to be executed or deliveredpayable by the Company hereto in connection with or pursuant to this Agreement;for all periods from and after the Closing Date; and # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller Party or, at or prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closingliabilities arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversionoperation of any such securities.the business of the Company by Buyer on and after the Closing Date.

Indemnification by Company. Except as otherwise limited by this ARTICLE VIII,Seller. Subject to the Company shall indemnify, defendpreceding sentence, Seller covenants and agrees to indemnify and hold harmless Buyer and its Representativesofficers, members, managers, employees, agents and any assignee or successor thereofrepresentatives and the respective successors and assigns of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against, and pay or reimburse Buyer Indemnified Parties for,against any and all claims, obligations, liabilities, judgments, damages, losses, Actions, Orders, liabilities, damages (including consequential damages), Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonabletaxes, costs, attorneys’ fees and expenses), (anyexpenses (and all claims with respect to any of the foregoing, a “Loss”foregoing) (collectively, “Losses”) suffered or incurred by, or imposed upon, anyto which Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: # any inaccuracy in or breach of any representation or warranty made by a Seller Party in this Agreement (including all schedules and exhibits hereto)Parties, or any of the certificates and instrumentsthem, may become subject to be executed or delivered by the Company hereto in connection with or pursuant to this Agreement; # any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of a Seller Party or, at or prior to the Closing, the Company contained in this Agreement (including all schedules and exhibits hereto)which they, or any of the certificates and instruments to be executedthem, may suffer or delivered by the Company heretoincur, directly or indirectly, as a result from or in connection with or pursuant to this Agreement; or # any Action by Person(s) who were holders of equity securities of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.with:

In consideration of the Buyer’s execution and delivery of is Agreement and acquiring the Securities hereunder and in addition to all of the Company’s other obligations under this ARTICLE VIII,Agreement, the Company shall indemnify, defenddefend, protect, indemnify and hold harmless the Buyer and all of its Representativesaffiliates, members, officers, directors, and employees, and any assigneeof the foregoing person’s agents or successor thereofother representatives (including, without limitation, those retained in connection with the transaction contemplated by this Agreement) (collectively, the “Buyer Indemnified Parties”“Indemnitees”) from and against, and pay or reimburse Buyer Indemnified Parties for,against any and all actions, causes of action, suits, claims, losses, Actions, Orders, liabilities, damages (including consequential damages), Taxes, interest,costs, penalties, Liens, amounts paid in settlement, costsfees, liabilities and damages, and expenses (includingin connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable expenses of investigation and court costs and reasonable attorneys’attorneys’ fees and expenses)disbursements (the “Indemnified Liabilities”), (any of the foregoing,incurred by any Indemnitee as a “Loss”) sufferedresult of, or incurred by,arising out of, or imposed upon, any Buyer Indemnified Party arising in whole or in part out of or resulting directly or indirectly from:relating to # any inaccuracy inmisrepresentation or breach of any representation or warranty made by a Seller Partythe Company in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executedother certificate, instrument or delivered by the Company hereto in connection with or pursuant to this Agreement;document contemplated hereby, # any non-fulfillment or breach of any unwaived covenant, agreement or obligation or agreement made by or on behalf of a Seller Party or, at or prior to the Closing, the Company contained in this Agreement (including all schedulesor any other certificate, instrument or document contemplated hereby, or # any cause of action, suit or claim brought or made against such Indemnitee and exhibits hereto)arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby, other than with respect to Indemnified Liabilities which directly and primarily result from # a breach of any of the certificatesBuyer’s representations and instruments to be executedwarranties, covenants or deliveredagreements contained in this Agreement, or # the gross negligence, bad faith or willful misconduct of the Buyer or any other Indemnitee. To the extent that the foregoing undertaking by the Company hereto in connection with or pursuantmay be unenforceable for any reason, the Company shall make the maximum contribution to this Agreement; or # any Action by Person(s) who were holdersthe payment and satisfaction of equity securitieseach of the Company, including stock options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities.Indemnified Liabilities which is permissible under applicable law.