Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties herein as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Indemnification. Notwithstanding anything to the contrary in this Agreement, Seller and Seller Stockholders shall indemnify the Buyer Indemnified Parties for any Losses related to # all Taxes imposed on and payable by the Holders or Seller for any taxable period, # all Transfer Taxes for which the Seller and Seller Stockholders are liable pursuant to Section 8.3, # all Taxes of the Company and any Company Subsidiary for any Straddle Period (determined in accordance with Section 8.1(b)) or for any Pre-Closing Tax Period, including any Taxes # specifically excluded from the R&W Insurance Policy, # attributable to the income, earnings or profits of the Excluded Entities and # imposed on or incurred in connection with # all prepaid amounts and advance payments received for which income inclusion was deferred to a Post-Closing Tax Period under Section 451(c) of the Code (or any similar provision of Law) and # imposed on or incurred in connection with all adjustments relating to the use of an improper method of accounting or pursuant to Section 481 of the Code (or any similar provision of Law), including any such adjustment arising as a result of the transactions contemplated by this Agreement, # all Taxes of the Company and any Company Subsidiary arising from the US-DOCS\131312541.20

. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Final Purchase Price for Tax purposes unless otherwise required by Applicable Law[[Parties:Organization]]

Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by Law.

Tax Treatment of Indemnification Payments. Any payments made to any Party pursuant to Article 9 shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by LD 13 and OpCo on their Tax Returns to the extent permitted by law.

Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties herein as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Indemnification by [[DURECT:Organization]]. [[DURECT:Organization]] hereby agrees to defend, hold harmless and indemnify (collectively, “Indemnify”) INNOCOLL and its Affiliates, and its and their agents, directors, officers and employees (the “INNOCOLL Indemnitees”) from and against any liability or expense (including reasonable [[Organization A:Organization]] expenses and attorneys’ fees) (collectively, “Losses”) resulting from suits, claims, actions and demands, in each case brought by a Third Party (each, a “Third-Party Claim”) against any INNOCOLL Indemnitee, arising out of # a breach of any of ​, # the ​ by any ​, or # ​ # prior to ​ and # after ​. [[DURECT:Organization]]’s obligation to Indemnify the INNOCOLL Indemnitees pursuant to this Section 9.4(a) shall not apply to the extent ​.

Borrower hereby indemnifies and agrees to defend and hold harmless Lender, its officers, employees and agents, from and against any and all losses, damages, or liabilities and from any suits, claims or demands, including reasonable attorneys’ fees incurred in investigating or defending such claim, suffered by any of them and caused by, arising out of, or in any way connected with the Loan Documents or the transactions contemplated therein (except to the extent determined by a final judgment of a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of any of the indemnified parties) including, without limitation: # disputes with any architect, general contractor, subcontractor, materialman or supplier, or on account of any act or omission to act by Lender in connection with the Project; # losses, damages (including consequential damages), expenses or liabilities sustained by Lender in connection with any environmental inspection, monitoring, sampling or cleanup of the Project required or mandated by any applicable environmental law; # claims by any tenant or any other party arising under or in connection with any lease of all or any portion of the Project; # any untrue statement of a material fact contained in information submitted to Lender by Borrower or the omission of any material fact necessary to be stated therein in order to make such statement not misleading or incomplete; # the failure of Borrower to perform any obligations herein required to be performed by Borrower; and # the ownership, construction, occupancy, operation, use or maintenance of the Project.

Indemnification. The Company shall indemnify the Executive to the extent provided in its then current Articles or By-Laws. The Executive agrees to promptly notify the Company of any actual or threatened claim arising out of or as a result of her employment with the Company.

Indemnification. Borrower will indemnify and hold each of the Indemnified Parties harmless from and against any claim, cost, damage, expense (including, without limitation, reasonable attorneys' fees and expenses), loss, liability, or judgment now or hereafter arising as a result of any claims for environmental cleanup costs, any resulting damage to the environment and any other environmental claims against any of the Indemnified Parties with respect to any property owned, operated or occupied by Borrower or involving Borrower in any other capacity. Borrower will further indemnify, defend and hold each of the Indemnified Parties harmless from and against all loss, damage, liability and expense, including, without limitation, reasonable attorneys' fees and expenses, suffered or incurred by any of the Indemnified Parties with respect to any property owned, operated or occupied by Borrower or involving Borrower in any other capacity under or on account of the administration or enforcement of any Environmental Laws or any legal action relating to the release, threat of release, transportation, storage, disposition or removal of any Hazardous Materials, including the assertion of any lien by reason of the release or threat of release of Hazardous Materials. THIS COVENANT OF INDEMNIFICATION SHALL SURVIVE ONE YEAR FOLLOWING THE TERMINATION OF THE LINE OF CREDIT AND REPAYMENT, SATISFACTION AND DISCHARGE OF THE OBLIGATIONS.