Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. Subject to Section 8.5, the Stockholders (pro rata based on a Stockholder's Percentage Interest) agree to indemnify, defend and hold harmless Parent, its directors, officers, employees, agents, advisors and Affiliates (collectively, the "Parent Indemnitees"), from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason of or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such claim arises out of or constitutes a breach of any representation, warranty or covenant in this Agreement, (d) any Liabilities for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, (e) any payments made to Dissenting Stockholders pursuant to the DGCL in excess of the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d); and (g) any claim that the conduct of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company and not the Stockholders.

Indemnification by Stockholders. Subject to Section 8.5Each Stockholder hereby agrees, the Stockholders (pro rata based on a Stockholder's Percentage Interest) agree jointly and severally, to indemnify, defend and hold harmless Parenteach of the Parent and the Merger Sub and their officers, its directors, officers, employees, agentsowners, advisors agents and Affiliates Affiliates, harmless from and in respect of any and all losses, damages, costs and expenses of any kind and nature whatsoever (including, without limitation, interest and penalties, reasonable expenses of investigation and court costs, reasonable attorneys' fees and disbursements and the reasonable fees and disbursements of other professionals) which may be sustained or suffered by any of them (collectively, the "Parent IndemniteesLosses"), from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason arising out of or resulting from (ai) any untrue breach or inaccuracy of any representation of, or warranty or the breach of warranty byor failure to perform any warranty, the Company in any part of this Agreement, (b) any nonfulfillment of any covenant, undertaking or other agreement or undertaking of the Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such claim arises out of or constitutes a breach of any representation, warranty or covenant in this Agreement, (d) any Liabilities for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant Stockholder contained in this Agreement, Agreement or any other Merger Document; (eii) fraud or intentional misrepresentation on the part of the Company or any Stockholder; (iii) any payments made Taxes required to Dissenting be paid, indemnified or reimbursed by the Company or the Stockholders pursuant to Section 10.11; (iv) any and all Claims by any Person subsequent to the DGCL date hereof relating to the single share described in excess Schedule 3.3; (v) the failure by the Company to obtain a favorable determination letter from the Internal Revenue Service for its ShopRite of ▇▇▇▇▇▇▇▇▇▇, Inc. Savings and Investment Plan ("401k Plan); (vi) any event or circumstance which is specified as entitling Parent or Merger Sub to indemnification under the Indemnity Agreement and is not otherwise paid thereunder (subject, however, to all applicable limits on maximum liability set forth in such Indemnity Agreement; and/or (vii) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments and claims arising out of any of the foregoing. In furtherance of the rights described in this Section 8.2, the Parent and the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid Sub shall have the right to be reimbursed from the Escrow Accounts established pursuant to Section 1.8(b) 2.10 hereof and 1.10(d); and (g) any claim that the conduct of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company and not the StockholdersEscrow Agreements.

Indemnification by Stockholders. Subject to Section 8.5The Stockholders, the Stockholders jointly and severally, shall indemnify and defend Purchaser and its Affiliates (pro rata based on a Stockholder's Percentage Interestincluding Marquis and Live) agree to indemnify, defend and hold harmless Parent, its directors, officers, employees, agents, advisors and Affiliates their respective Representatives (collectively, the "Parent “Purchaser Indemnitees"), ”) from and against against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Damages asserted againstLosses incurred or sustained by, relating to, or imposed upon, suffered the Purchaser Indemnitees based upon, arising out of, with respect to, or incurred by Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason of or resulting from (a) any untrue representation of, inaccuracy in or breach of warranty by, the Company representations and warranties set forth in Section 4 or in any part certificate delivered by Stockholders pursuant to this Agreement (other than in respect of this AgreementSection 4.15, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Section 8.05); (b) any nonfulfillment breach or non-fulfillment of any covenant, agreement agreement, or undertaking of obligation to be performed by Sellers pursuant to this Agreement (excluding (i) covenants, agreements, and obligations to be performed by Marquis after the Company Closing and (ii) any covenant, agreement, or obligation in Section 8.05, it being understood that the sole remedy for any part of this Agreementsuch breach, violation, or failure shall be pursuant to Section 8.05); or (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed Liability not reflected on or before the Closing Date which Balance Sheet; subject to the following terms and conditions, as applicable. Any such Losses shall be limited to the amount thereof that remains after deducting therefrom (i) any Tax Benefits actually realized and to the extent utilized by Purchaser Indemnitees in the Product, regardless computation of whether such claim arises out their taxable income in the year of or constitutes a breach the Loss and the first two (2) subsequent years following the year of the Loss and (ii) any insurance proceeds actually received by the Purchaser Indemnitee in respect of any representationsuch claim, warranty less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or covenant in this Agreement, (d) any Liabilities other chargebacks. 10.01 No Claim for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, (e) any payments made to Dissenting Stockholders pursuant to the DGCL in excess of the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d); and (g) any claim that the conduct of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company and not the Stockholdersuntil Loss exceeds $100,000.

Indemnification by Stockholders. Subject (a) From and after the Effective Time (but subject to Sections 9.1(a) and 9.2(b)), the stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 8.5, the Stockholders 1.5 (pro rata based on a Stockholder's Percentage Interest) agree to indemnify, defend and hold harmless Parent, its directors, officers, employees, agents, advisors and Affiliates (collectively, the "Parent IndemniteesIndemnitors"), severally but not jointly, shall hold harmless and indemnify each of the Indemnitees from and against any and all Damages asserted against, relating toand shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees for, imposed upon, any Damages which are directly or indirectly suffered or incurred by Parent any of the Indemnitees in connection with enforcing their indemnification rights pursuant or to this Section 8.2 by reason which any of the Indemnitees may otherwise become subject (regardless of whether or resulting not such Damages relate to any third-party claim) and which arise from (a) any untrue representation or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty byset forth in Section 2 made as of the date of this Agreement (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing, except to the extent such update(s) disclose matters, either individually or in any part of this Agreementthe aggregate, (b) any nonfulfillment of any covenant, agreement or undertaking which relate to the representations and warranties of the Company set forth in any part Sections 2.3, 2.4, 2.9, 2.14 or 2.19 and which impact the value of this Agreementthe Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000); (cii) any third party claim relating to the Company, whether presently inaccuracy in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such claim arises out of or constitutes a breach of any representation, warranty representation or covenant in this Agreement, (d) any Liabilities for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, (e) any payments made to Dissenting Stockholders pursuant to the DGCL in excess of the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d); and (g) any claim that the conduct of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence Company Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of Section 2.20(g) (any covenant or obligation of each of Acquired Corporations (including the above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations covenants set forth in this Section 8.2 shall be the obligations Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the Company and not the Stockholders.type referred to in clause "(i)", "(ii)" or "

Indemnification by Stockholders. Subject to Section 8.5Regardless of any pre-Closing investigations, examinations or prior knowledge of Buyer or due diligence conducted by it or disclosure by Company or the Stockholders, the Stockholders (pro rata based on a Stockholder's Percentage Interest) Stockholders, severally and not jointly and severally, hereby agree to indemnify, defend indemnify and hold harmless ParentBuyer and its affiliates, its together with their respective directors, officers, employees, managers, agents, advisors advisors, and Affiliates transferees, harmless from, against and with respect to any and all demands, claims, actions or causes of action, assessments, liabilities, losses, costs, damages, penalties, charges or expenses, including without limitation interest, penalties and reasonable counsel and accountants' fees, disbursements and expenses (collectively, the "Parent IndemniteesLOSSES")) arising out of, from and against any and all Damages asserted against, relating or related to, imposed upon, suffered or incurred by Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason of or resulting from : (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such claim arises out of or constitutes a breach of any representation, warranty warranty, covenant or covenant agreement made by Company or the Stockholders in this Agreement, including the Schedules and exhibits hereto or any other document or agreement delivered by or on behalf of Company or the Stockholders in connection therewith, (b) without limiting the foregoing in paragraph (a) of this Section 8.2 above, any Losses of Buyer or its affiliates that arise with respect to or relate to any period(s) from the date of this Agreement through and immediately before the Closing in connection with Company's acts or omissions or the operation of the Business (without 32 37 limiting the other provisions of this Section 8.2, other than Losses that arise as a result of the performance by Company and Stockholders of their obligations under Article IV of this Agreement during such period or that are described in clause (i) of the definition of Excluded Losses), (c) the cancellation or termination of or the lack of performance under the Fre▇▇▇▇ ▇▇c Agreement (the "FRE▇▇▇▇ ▇▇C INDEMNITY"), (d) any Liabilities for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before Experian Agreement (the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement"EXPERIAN INDEMNITY"), (e) any payments made amounts paid to stockholders for each Dissenting Stockholders pursuant to the DGCL Share in excess of the Merger Closing Date Consideration per share of Company Common Stock Per Share Amount (the "DISSENTING SHARES INDEMNITY") or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment Losses of Buyer of its affiliates that has not been paid arise with respect to claims or actions by third parties against Buyer, its affiliates or Surviving Corporation relating to the inability of Surviving Corporation to provide to such third party any 3-bureau merged report product or service required to be provided pursuant to Section 1.8(b) any agreement between Company and 1.10(d); and (g) any claim that such third party. Except as otherwise provided herein, the conduct liability of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in Stockholder under this Section 8.2 shall be the obligations not exceed thirty percent (30%) of the the value of the consideration payable to such Stockholder pursuant to Section 1.4 above or fifty percent (50%) of the value of the consideration payable to such Stockholder pursuant to Section 1.4 above, as the case may be, consistent with the percentages set forth in Section 8.1(c) above, plus a fraction of the consideration payable to the other stockholders of Company pursuant to Section 1.4 above, the numerator of which is the total number of shares of Company Capital Stock held by such Stockholder, and not the denominator of which is the total number of shares of Company Capital Stock held by all Stockholders.

Indemnification by Stockholders. Subject to Section 8.5, the Stockholders (pro rata based on a Stockholder's ’s Percentage Interest) agree to indemnify, defend and hold harmless Parent, its directors, officers, employees, agents, advisors and Affiliates (collectively, the "“Parent Indemnitees"”), from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason of or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such claim arises out of or constitutes a breach of any representation, warranty or covenant in this Agreement, (d) any Liabilities for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, (e) any payments made to Dissenting Stockholders pursuant to the DGCL in excess of the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d); and (g) any claim that the conduct of the Company's ’s business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the "“Stockholders' ’ Indemnification Liability"”). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company and not the Stockholders.

Indemnification by Stockholders. (a) Subject to the limitations set forth in Section 8.59, from and after the Closing, the Stockholders (pro rata based on a Stockholder's Percentage Interest) agree to indemnifyStockholders, defend jointly and severally, shall hold harmless Parent, its directors, officers, employees, agents, advisors and Affiliates (collectively, indemnify each of the "Parent Indemnitees"), Indemnitees from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason of or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such Damages relate to any third party claim) arising out of: (i) any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by SRC or the Stockholders in this Agreement, the Disclosure Schedules or any exhibit or schedule to this Agreement; (ii) any noncompliance of SRC's 401(k) plan with ERISA or applicable law, including any liability arising from revocation of a favorable determination by the Internal Revenue Service of qualification under ss. 401(a) of the Code and cost of correction, including without limitation, legal fees, consulting fees, accounting fees, interest, penalties and additional contributions (except to the extent of any amounts accrued on the Unaudited Interim Balance Sheet as Other Accrued Liabilities); (iii) any alleged obligation of SRC or its Stockholders for investment banking or other fees arising from the sale of the Shares other than the investment banking fees payable to Granite Hill Advisors llc as disclosed on Schedule 4.27; (iv) any Damages to SRC resulting from the failure to have the Deferred Compensation Trust administered in accordance with the trust documents; (v) any Legal Proceeding relating to any claim arises under clause "(i)", "(ii)", "(iii)" or "(iv)" above (including any Legal Proceeding commenced by any Parent Indemnitee for the purpose of enforcing any of its rights under this Section 9). Recovery under this Section 9 shall be the exclusive remedy under this Agreement for any claim for Damages arising out of any breach or constitutes default in connection with any of the representations, warranties, covenants or agreements set forth in this Agreement, the Disclosure Schedule or any exhibit or schedule to this Agreement; unless such breach or default is the result of willful misconduct or fraud on the part of the Stockholders. (b) The Stockholders acknowledge and agree that if SRC suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty warranty, covenant or covenant in this Agreementobligation, then (d) without limiting any Liabilities for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Daterights of SRC as an Parent Indemnitee) Buyer shall also be deemed, regardless by virtue of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, (e) any payments made to Dissenting Stockholders pursuant to the DGCL in excess its ownership of the Merger Consideration per share stock of Company Common Stock SRC, to have incurred Damages as a result of and in connection with such inaccuracy or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d); and (g) any claim that the conduct of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company and not the Stockholdersbreach.

Indemnification by Stockholders. Subject to Section 8.56.1 (General Survival) and the other provisions of this Article, from and after the Closing Date, the Stockholders (pro rata based of the Company who are set forth on a Stockholder's Percentage InterestSchedule 6.2(a) agree to indemnify, defend and hold harmless Parent, its directors, officers, employees, agents, advisors and Affiliates (collectively, the "Parent “Indemnifying Stockholders”) shall, severally and not jointly, indemnify and hold harmless APC, Merger Sub, the Surviving Corporation and their Affiliates and Representatives (collectively, the “Indemnitees"”), from and against and in respect of any and all Damages asserted againstLosses to such Indemnitees resulting from, arising out of, relating to, or imposed upon, suffered upon or incurred by Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.2 any Indemnitee by reason of or resulting from of: (ai) any untrue representation of, inaccuracy in or breach of any representation or warranty by, the Company in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such claim arises out of or constitutes a breach of any representation, warranty or covenant contained in this Agreement, the Company Disclosure Schedule or any other Transaction Document to which it is a party (dwithout any obligation of an Indemnitee to give effect to any limitations or qualifications related to materiality or to Material Adverse Effect in determining such breach or inaccuracy, or Loss amounts from such breach or inaccuracy); (ii) any Liabilities breach by the Company of any covenant or agreement contained in this Agreement or any other Transaction Document to which it is a party; (iii) any Losses attributable to (A) Taxes for which the Company and its Subsidiaries are liable for any Pre-Closing Tax Period (determined consistently with Section 4.11(c) (Tax Matters; Straddle Period)), including Taxes for which the Company or its Subsidiaries would have been liable with respect to such period, but for the fact that, in lieu of such Liability, Tax benefits of APC, Merger Sub, the Surviving Corporation or their Affiliates (including the Company and its Subsidiaries) with respect to periods or portions thereof following the Closing were reduced (or Tax incidents for such periods or portions were increased); (B) Taxes of any Person for which the Company or any respective predecessor in interest with respect to any tax period of its Subsidiaries is liable by reason of a transaction, event or portion thereof ending status occurring or existing on or before prior to the Closing DateEffective Time, regardless including as a result of whether such Liabilities other Person failing to discharge its primary Liability for Taxes; (C) Taxes arise out of or constitute a breach of any representation, warranty or covenant in resulting from the transactions contemplated by this Agreement, including any Transfer Taxes; and (eD) the loss, non-availability or reduction of any Tax asset reflected in Net Working Capital as reflected on the Company’s balance sheet included in the Audited Financial Statements, other than as a result of the operation of Section 382 of the Code; (iv) (A) any payments made amount required to be paid to holders of Dissenting Stockholders Shares in excess of the consideration otherwise payable pursuant to this Agreement for such Dissenting Shares, including any interest required to be paid thereon; or (B) any Action commenced by a Stockholder relating to this Agreement and the DGCL transactions contemplated hereby; (v) any withholding Taxes arising from payments under this Agreement attributable to the Stockholders; (vi) any Liabilities relating to or arising out of any “excess parachute payments” within the meaning of Section 280G of the Code; (vii) any costs and expenses of enforcement to recover Losses due to any Indemnitee under this Article; or (viii) any inaccuracy or omission in the Allocation Spreadsheet, including any Merger Consideration that is delivered to a Person in excess of the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid such Person is entitled to receive pursuant to Section 1.8(b) and 1.10(d)the terms of this Agreement or any amounts a Person was entitled to receive pursuant to the terms of this Agreement that was omitted from the Allocation Spreadsheet; and (g) or any claim that the conduct of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company and not the StockholdersExcess Specified Assets/Liabilities.

Indemnification by Stockholders. Subject From and after the Effective Time (but subject to Sections 9.1(a) and 9.2(b)), the stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 8.5, the Stockholders 1.5 (pro rata based on a Stockholder's Percentage Interest) agree to indemnify, defend and hold harmless Parent, its directors, officers, employees, agents, advisors and Affiliates (collectively, the "Parent IndemniteesIndemnitors"), severally but not jointly, shall hold harmless and indemnify each of the Indemnitees from and against any and all Damages asserted against, relating toand shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees for, imposed upon, such Indemnitor's Pro Rata Allocation of any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 made as of the date of this Agreement (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing, except to the extent such update(s) disclose matters, either individually or in the aggregate, which relate to the representations and warranties of the Company set forth in Sections 2.3, 2.4, 2.9, 2.10, 2.14 or 2.19 and which impact the value of the Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation or warranty set forth in the Company Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)", "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9). (i) For greater certainty and notwithstanding anything set forth in Section 9.2(a)(i), the parties hereby agree that to the extent any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing discloses matters, either individually or in the aggregate, which relate to the representations and warranties of the Company set forth in Sections 2.3, 2.4, 2.9, 2.10, 2.14 or 2.19 and which impact the value of the Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000, such update(s) shall not be given effect in determining whether any inaccuracy in or breach of any representation or warranty set forth in Section 2 made as of the date of this Agreement has occurred and Parent shall be entitled to full indemnification for Damages incurred in accordance with this Section 9 on such basis. (ii) Any obligation on the part of an Indemnitor pursuant to Section 9.2(a) shall be satisfied by the delivery of shares of Parent Common Stock valued at the Average Parent Common Stock Price (the "Stock Delivery Obligation"), and in no event shall an Indemnitor be required to satisfy any such obligation in cash. In satisfying the Stock Delivery Obligation, the amount of Damages, for any claim, shall be divided by the Average Parent Common Stock Price and the resulting number shall be the number of shares of Parent Common Stock to be delivered by the Indemnitors. Under the Stock Delivery Obligation, the Indemnitors shall deliver shares of Parent Common Stock and the Indemnitees shall be required to accept shares of Parent Common Stock in all cases valued at the Average Parent Common Stock Price, regardless of the fair market value of shares of Parent Common Stock at time of such delivery or acceptance, and regardless of whether any Indemnitor has disposed of any of the shares of Parent Common Stock received in the Merger. Subject to Section 9.2(e)(ii), the Stock Delivery Obligation shall be satisfied from the Escrow Shares. The Company acknowledges and agrees that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason of any inaccuracy in or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such claim arises out of or constitutes a breach of any representation, warranty warranty, covenant or covenant in this Agreementobligation, then (d) without limiting any Liabilities for Taxes of the Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, (e) any payments made to Dissenting Stockholders pursuant to the DGCL in excess rights of the Merger Consideration per share Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d); and (g) any claim that the conduct its ownership of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach stock of the representation Surviving Corporation, to have incurred Damages as a result of and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company and not the Stockholdersconnection with such inaccuracy or breach.

Indemnification by Stockholders. Subject to Section 8.5(a) Each Stockholder and its successors and assigns, jointly and severally, shall indemnify and defend the Stockholders (pro rata based on a Stockholder's Percentage Interest) agree to indemnify, defend Parent Indemnified Parties and hold them harmless Parent, its directors, officers, employees, agents, advisors and Affiliates (collectively, the "Parent Indemnitees"), from and against any and all Damages asserted againstLosses of or against the Parent Indemnified Parties after the Closing to the extent resulting from or arising out of (i) any breach as of the date hereof or as of the Closing Date of any representation or warranty made by the Company, relating toany Company Subsidiary or any Stockholder in the Transaction Documents, imposed upon(ii) any breach or non-fulfillment of any agreement or covenant of the Company or any Company Subsidiary contained in the Transaction Documents which are to be performed prior to Closing, suffered (iii) any breach or incurred by Parent Indemnitees non-fulfillment of any agreement or covenant of the Stockholders contained in connection with enforcing their indemnification rights the Transaction Documents which are to be performed after the Closing, (iv) any inaccuracy in the Estimated Statement that is not adjusted through the reconciliation to the Final Statement pursuant to this Section 8.2 by reason 2.4, (v) the amount of any Company Transaction Expenses not taken into account in determining Merger Consideration pursuant to Section 2.1(a), (vi) Pre-Closing Taxes except to the extent previously paid or resulting from reimbursed pursuant to Article 10, (avii) any untrue representation ofsuit or Proceeding relating to actions or failures to act that occurred prior to the Closing, or breach and (viii) amounts paid holders of warranty byDissenting Shares in excess of the portion of the Final Merger Consideration applicable to such holders of Dissenting Shares (determined as if such holders did not hold Dissenting Shares). (b) Subject to the limitations, the Company conditions and restrictions set forth in any part of this Agreement, each Stockholder shall severally indemnify and defend the Parent Indemnified Parties and hold them harmless from and against any and all Losses incurred or suffered by them to the extent resulting from or arising out of (bi) any nonfulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such claim arises out of or constitutes a breach of any representation, warranty or covenant made by such Stockholder in such Stockholder’s Letter of Transmittal or in Article 13 to this Agreement and (ii) any failure of such Stockholder to have good, valid and marketable title, free and clear of all Liens, to the capital stock of the Company issued in the name of such Stockholder. (c) Subject to the limitation, conditions and restrictions set forth in this Agreement, (d) each Restricted Stockholder, jointly and severally, shall indemnify the Parent Indemnified Parties and hold them harmless from and against any Liabilities for Taxes of and all Losses incurred or suffered by them to the Company or extent resulting from any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of Section 13.2 by any representation, warranty or covenant in this Agreement, (e) any payments made to Dissenting Stockholders pursuant to the DGCL in excess of the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d); and (g) any claim that the conduct of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company and not the StockholdersRestricted Stockholder.