Indemnification by Sellers. Sellers, jointly and severally will indemnify, defend, and hold harmless, to the full extent of the law, ​ and its officers, directors, employees and shareholders from, against, and in respect of any and all losses asserted against, relating to, imposed upon, or incurred by ​ and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out of the breach by any of Sellers of any representation or warranty of Sellers contained in or made pursuant to this Agreement, or any document or any certificate or other instrument delivered pursuant to this Agreement.

Indemnification. The ​ shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Purchaser, the Company, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each person who controls any such Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any breach of the representations, warranties and covenants of ​ or the Company set forth in this Agreement, up to a maximum amount equal to the Purchase Price.

Indemnification by the Sellers. The Sellers hereby agree to defend, indemnify and hold Buyer harmless from and against any damages, liabilities, losses and expenses, excluding consequential, special, punitive and diminution in value damages (including, without limitation, reasonable attorneys' fees) (“Loss”) which may be sustained or suffered by Buyer arising out of, based upon, or by reason of a breach of any representation or warranty, or a failure to perform any agreement or covenant made by the Sellers in this Agreement.

Indemnification by the Buyer. The Buyer hereby agrees to defend, indemnify and hold the Sellers harmless from and against any Loss which may be sustained or suffered by the Sellers arising out of, based upon, or by reason of a breach of any representation or warranty, or a failure to perform any agreement or covenant, made by the Buyer in this Agreement or in any exhibit, schedule, certificate or financial statement delivered hereunder, or arising out of, based upon, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such breached representations, warranties or covenants.

Indemnification by Seller. Subject to the preceding sentence, Seller covenants and agrees to indemnify and hold harmless Buyer and its officers, members, managers, employees, agents and representatives and the respective successors and assigns of the foregoing (collectively, “Buyer Indemnified Parties”) from and against any and all claims, obligations, liabilities, judgments, damages, losses, taxes, costs, attorneys’ fees and expenses (and all claims with respect to any of the foregoing) (collectively, “Losses”) to which Buyer Indemnified Parties, or any of them, may become subject to or which they, or any of them, may suffer or incur, directly or indirectly, as a result from or in connection with:

Buyer agrees to indemnify and hold harmless Sellers, its officers, directors and principal shareholders, and Sellers agree to indemnify and hold harmless Buyer, its officers, directors and principal shareholders, at all times against and in respect of any liability,' damage, or deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including attorneys' fees, incident to any of the foregoing, resulting from any material misrepresentation made by any indemnifying party to an indemnified party, and indemnifying party's breach of a covenant or warranty or an indemnifying party's nonfulfillment of any agreement hereunder, or from any material misrepresentation or omission from any certificate, financial statement or tax return furnished or to be furnished hereunder.

Indemnification by Buyer. Buyer covenants and agrees to indemnify and hold harmless each of the Seller and their respective officers, directors, employees, agents and representatives and the respective successors and assigns of the foregoing (collectively, “Seller Indemnified Parties”) from and against any and all Losses to which Seller Indemnified Parties, or any of them, may become subject to or which they, or any of them, may suffer or incur, directly or indirectly, as a result from or in connection with:

Indemnification by Seller. Seller agrees to indemnify, defend and hold harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”), from and against any and all claims, demands, causes of action, suits, judgments, debts, liabilities, losses, damages, costs and expenses (including reasonable fees and disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”), whether arising from claims from third parties or Losses incurred directly by the Buyer, that may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are caused by or arise from any breach or non-performance by Seller of any of its representations, warranties, covenants or other obligations contained in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all defects in title that exist in connection with real property owned by the Company and relate to the period prior to Closing, and Seller shall at Seller’s sole expense cure any such defects.

Indemnity by Sellers. Subject to the provisions of [Section 8.4] of this Agreement, Sellers agree to indemnify, defend, protect and hold Purchaser and its officers, directors, shareholders and agents harmless for, from and against any and all # liabilities of Sellers, # Claims sustained directly or indirectly by Purchaser based on pre-closing operation of Sellers' business, and # breach of any of Sellers' respective representations and warranties made under this Agreement. Sellers agree to pay Purchaser's costs of defense and to indemnify Purchaser against all such liabilities, except for those described in [Section 8.4], that exist at the date of closing or are based on the conduct of Sellers' business prior to the date of Closing.

Indemnification by the Buyer. The Buyer hereby agrees to defend, indemnify and hold the Seller harmless from and against any Loss which may be sustained or suffered by the Seller arising out of, based upon, or by reason of a breach of any representation or warranty, or a failure to perform any agreement or covenant, made by the Buyer in this Agreement or in any exhibit, schedule, certificate or financial statement delivered hereunder, or arising out of, based upon, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such breached representations, warranties or covenants.