Seller shall indemnify and hold Purchasers harmless from and against any and all actions, suits, claims and demands arising out of or related to (i) any actions or omissions of Seller in its capacity as a shareholder of the Corporation prior to the Closing date, or (ii) any lawsuits against the Corporation arising during the period of time prior to the Closing date; (iii) any investigations, requests, audits or comment letters issued by the Securities and Exchange Commission related to the period of time prior to the Closing date; and (iv) any breach of this Agreement by Seller, including a breach of the representations and warranties contained in this Agreement.