9.4 Irreparable Harm. Provider and Owner understand and acknowledge that violation of this Article 9 will cause irreparable harm to Manager, the exact amount of which will be impossible to ascertain, and for that reason Provider agrees that Manager shall be entitled to seek, without the necessity of showing any actual damage or posting a bond (unless required by law), from any court of competent jurisdiction temporary or permanent injunctive relief or specific performance of this Agreement restraining Provider or any person from any act prohibited by this Article 9.
9.5 Additional Remedies. Nothing in this paragraph shall limit Managers right to recover any other damages or remedies to which it is entitled as a result of Providers breach. If any portion of this Article 9 (including without limitation the geographical, duration or scope of activity restrictions contained herein) shall be held to be unenforceable or invalid for any reason, such provision or portion of provision shall be modified or deleted in such a manner so as to make this Article 9, as modified, legal and enforceable to the fullest extent permitted under applicable law.
9.6 Agent. With respect to the issues set forth in this Article 9, Provider hereby irrevocably appoints Manager as its agent and attorney in fact during the term of this Agreement with full power and authority to enforce the terms of any employment or independent contractor agreements to which Provider is a party and any restrictive covenants, non-competition, confidentiality and similar covenants or restrictions of which Provider is the beneficiary.
9.7 Survival. The provisions of this Article 9 shall survive the termination of this Agreement.
10.1.1 Indemnification by Provider. Provider hereby agrees to indemnify, defend and hold harmless Manager, its officers, directors, owners, members, employees, agents, affiliates and subcontractors, from and against any and all claims, damages, demands, diminution in value, losses, liabilities, actions, lawsuits and other proceedings, judgments, fines, assessments, penalties, awards, costs and expenses (including reasonable attorneys fees), whether or not covered by insurance, arising directly or indirectly, in whole or in part, out of (a) any material breach of this Agreement by Provider, or (b) any acts or omissions by Provider, its Owner, employees, Practitioners, agents or subcontractors.
10.1.2 Indemnification by Manager. Manager hereby agrees to indemnify, defend and hold harmless Provider, its officers, directors, Owner, employees and agents, from and against any and all claims, damages, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including reasonable attorneys fees), arising, directly or indirectly, in whole or in part, out of (a) any material breach of this Agreement by Manager, or (b) any acts or omissions by Manager or Managers employees. Notwithstanding the foregoing, Manager shall not indemnify Provider for the acts or omissions of Provider, Owner, any Practitioners or others employed or engaged by Provider.