Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Registration Statement, Purchaser to the Prospectus, Company for inclusion in the Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredit, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Companyeach Holder and each other holder of Registrable Securities, and each of its their respective officers, employees, affiliates, directors, each of its officers who signed the Registration Statement partners, members, attorneys and agents, and each person, if any, who controls the Company an Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party” ), from and against any expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities whether joint or expenses to several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the Company, each sale of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, such Registrable Securities was registered under the Securities Act, the Exchange Actany preliminary prospectus, final prospectus or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact summary prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement to the such Registration Statement or ProspectusStatement, or arise arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action or inaction required of the Purchaser in each connection with any such registration; and the Purchaser shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or alleged allegedly untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectuspreliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Company Purchaser, in writing, by or on behalf of such Purchaser selling Holder expressly for use therein; provided, however, that the . The Purchaser also shall not be liable for indemnify any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence Underwriter of the transaction from which such loss was incurredRegistrable Securities, and the Purchaser will reimburse the Companytheir officers, each of its affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person indemnification provided above in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthis Section 4.1.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act and Section 20 of the 1934 Act), against any losses, claims, damages, liabilities or expenses to which and the Company, each of its directors, each of its officers who signed the Registration Statement officers, agents or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent employees of such Purchasercontrolling Persons, which consent shall not be unreasonably withheld) insofar as such lossesto the fullest extent permitted by applicable law, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise from and against all Losses arising solely out of or are based solely upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising solely out of or are based solely upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in each case the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or alleged omission is contained in any information so furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statement statements or omission omissions are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein, or alleged omission to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in writing by the Purchaser or its counsel or other person acting on behalf of the Purchaser expressly for use in the Registration Statement, the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(v)-(vii), the use by the Purchaser of an outdated or defective Prospectus after the Company has notified the Purchaser in reliance upon writing that the Prospectus is outdated or defective and in conformity with written information furnished prior to the Company receipt by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser of the Advice contemplated in Section 6. In no event shall not the liability of any selling Purchaser hereunder be liable for any such untrue or alleged untrue statement or omission or alleged omission greater in amount than the dollar amount of which the net proceeds received by the Purchaser has delivered to upon the Company in writing a correction before the occurrence sale of the transaction from which Registrable Securities giving rise to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the Company, Company and each of its directors, each of its officers who signed the Registration Statement or such controlling person may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on an untrue statement, alleged untrue statement, omission or alleged omission, included in the part of such Registration Statement in reliance upon, and in conformity with, written information furnished by the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained Company for inclusion in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement. Pursuant to Section 8.2 hereof, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damage, liability, expense liability or actionexpense.

Indemnification by the Purchaser. Each Subject to Section 7.3.5, the Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser), which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections Section 5.2 or 7.2 of this Agreement respecting regarding the sale resale of the Shares or (ii) the inaccuracy of any representation representations and warranties made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereintherein and such Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person for reasonable legal and other expenses as such expenses are incurred by the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction of such untrue statement or omission of a material fact a reasonable amount of time before the occurrence of the transaction from or upon which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, liability or expense arose or actionwas based.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed sign the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed sign the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 the Purchase Agreement or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation or warranty made by such the Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus only, in light of the circumstances under which they were made), not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser the Purchasers expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction at least two (2) business days before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionaction for which such person is entitled to be indemnified in accordance with this Section 1.3(b).

Indemnification by the Purchaser. Each From and after the Closing Date, the Purchaser will severally hereby covenants and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Stockholder against and each person, if any, who controls the Company within the meaning in respect of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon following: (i) any failure liability, loss, damage or expense resulting from any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of such Purchaser under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument or document furnished or to comply with be furnished by the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or Purchaser hereunder; and (ii) the inaccuracy all claims, actions, suits, proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees and expenses of any representation made by nature incident to any of the matters indemnified against pursuant to this Section 9.3, including without limitation, all such Purchaser costs and expenses incurred in this Agreement the defense thereof or (iii) any untrue or alleged untrue statement in the enforcement of any material fact contained rights of the Stockholder hereunder. The Stockholder shall notify the Purchaser of any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and thereafter the Purchaser shall have the right to defend, compromise and settle such matter provided that the Stockholder is fully protected from any cost or expense in connection therewith. Within ten (10) days of receipt of such notice, Purchaser shall respond in writing as to whether Purchaser will engage counsel at Purchasher's expense to defend the Registration Statementclaim. If Purchaser does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the ProspectusShareholder shall then have, at its election, the right to compromise or defend any amendment or supplement such matter at the Purchaser's sole cost and expense through counsel chosen by the Shareholder and reasonably acceptable to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinPurchaser; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Purchaser shall not be liable for in all events have a right to veto any such untrue compromise or alleged untrue statement defense which might increase the potential liability of, or omission or alleged omission of which create a new liability for, the Purchaser has delivered (other than under Section 9.3). Each party agrees in all cases to cooperate with the Company defending party and its or his counsel in writing a correction before the occurrence compromise of or defending of any such liabilities or claims. In addition, the transaction from which non-defending party shall at all times be entitled to monitor such loss was incurreddefense through the appointment, at its or his own cost and the Purchaser will reimburse the Companyexpense, each of advisory counsel of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionown choosing.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each personPerson, if any, who controls or is under common control with the Company within the meaning of the Securities ActAct (the “Company Indemnified Parties”), against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, directors or each of its officers who signed the Registration Statement or controlling person Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) in whole or in part on any failure on inaccuracy in the part of such Purchaser to comply with the covenants representations and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale warranties of the Shares or (ii) the inaccuracy of any representation made by such Purchaser contained in this Agreement or (iii) any untrue or alleged untrue statement failure of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredperform its obligations hereunder , and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person any Company Indemnified Parties in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. For purposes of clarity, the Purchaser will not be liable to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party herein.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each of its officers who signed Seller Indemnified Party the Registration Statement amount of, any and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise all Losses (including in settlement of any litigationattorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, if such settlement is effected with the written consent of such Purchaserwhether or not involving a third party claim, which consent shall not be unreasonably withheld) insofar as such lossesdemand, claimsaction or proceeding, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on breach of any representation, warranty or certification made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale any of the Shares Transaction Documents to which the Purchaser is party or certificates given by the Purchaser in writing pursuant hereto or thereto, (ii) any breach of or default under any covenant or agreement by the inaccuracy of Purchaser pursuant to any representation made by such Transaction Document to which the Purchaser in this Agreement or is party and (iii) any untrue fees, expenses, costs, liabilities or alleged untrue statement of other amounts incurred or owed by the Purchaser to any material fact contained brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon transactions contemplated by this Purchase and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinSale Agreement; provided, however, that the Purchaser foregoing shall not be liable for exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such untrue Seller Indemnified Party or alleged untrue statement (B) to the extent resulting from acts or omission or alleged omission omissions of which the Purchaser has delivered based upon the written instructions from any Seller Indemnified Party. Any amounts due to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and any Seller Indemnified Party hereunder shall be payable by the Purchaser will reimburse to such Seller Indemnified Party upon demand. Notwithstanding the Companyforegoing, each absent the Purchaser’s actual fraud, in no event shall the Purchaser’s indemnification obligations under clause (i) of its directorsthis Section 7.2 exceed, each of its officers who signed individually or in the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Companyaggregate, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionan amount equal to [***].

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the Company, Purchaser and each of its directors, each of its officers who signed the Registration Statement or such controlling person may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any an untrue statement, alleged untrue statement, omission or alleged untrue statement of omission, included in any material fact contained in the Registration Statement, the Prospectus, Prospectus or Prospectus supplement or any amendment or supplement to the Registration Statement Prospectus or ProspectusProspectus supplement in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Prospectus or Prospectus supplement, or arise out of or are based upon (ii) the omission or alleged omission to state therein in any Prospectus or Prospectus supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Registration Statement, Purchaser to the Prospectus, Company for inclusion in the Prospectus or any Prospectus supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the it. The Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damage, liabilityliability or expense arising out of, expense or actionbased upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Prospectus or Prospectus supplement or any amendment or supplement to the Prospectus or Prospectus supplement in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Prospectus or Prospectus supplement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), and the directors, officers, agents or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent employees of such Purchasercontrolling Persons, which consent shall not be unreasonably withheld) insofar to the fullest extent permitted by applicable law, from and against all Losses, as such lossesincurred, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise to the extent arising out of or are to the extent based upon upon: (ix) any the Purchaser’s failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale prospectus delivery requirements of the Shares Securities Act or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iiiy) any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or to the Registration Statement or Prospectus, or arise extent arising out of or are to the extent based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case misleading to the extent, but only to the extentextent that, that (1) such untrue statement statements or alleged untrue statement or omission or alleged omission was made omissions are based solely upon information regarding the Purchaser furnished in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of such the Purchaser expressly for use therein; provided, howeveror to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by the Purchaser of an outdated or defective Prospectus after the Company has notified the Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by the Purchaser shall not be liable for any such untrue of an Advice or alleged untrue statement an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission or alleged omission giving rise to such Loss would have been corrected. In no event shall the liability of which any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by the Purchaser has delivered to upon the Company in writing a correction before the occurrence sale of the transaction from which Registrable Securities giving rise to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each Purchaser will agrees (severally and not jointly jointly) to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its directors and officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of the Securities Act, against any losses, claims, damages, liabilities Act or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or ) from and against any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon Losses resulting from (i) any failure on untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the part of such Purchaser to comply with the covenants and agreements Securities Act (including any final, preliminary or summary Prospectus contained in Sections 5.2 therein or 7.2 of this Agreement respecting the sale of the Shares any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in Purchaser’s Selling Stockholder Information. In no event shall the liability of Purchaser hereunder be greater in amount than the dollar amount of the proceeds from the sale of its Registrable Securities in the Registration Statementoffering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by Purchaser pursuant to Section 3.9.4 and any amounts paid by Purchaser as a result of liabilities incurred under the Prospectusunderwriting agreement, or any amendment or supplement theretoif any, in reliance upon and in conformity with written information furnished related to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionsale.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any actual and direct losses, claims, direct damages, liabilities or reasonable expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such actual and direct losses, claims, direct damages, liabilities or reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any the failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 4.2 or 7.2 6.2 of this Agreement respecting the sale of the Shares Securities or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or the Questionnaires or (iii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereintherein (the events in clauses (i), (ii), or (iii), collectively are referred to herein as the “Purchaser Indemnification Events”), and shall reimburse the Company or such officer, director or controlling person, as the case may be, for the indemnifiable amounts provided for herein on demand as such expenses are incurred; provided, however, that the Purchaser shall not be liable for in any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered case to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying extent that any such loss, claim, damage, liabilityliability or expense arises out of or is based upon any Company Indemnification Event. Notwithstanding the foregoing, expense or actionthe Purchaser’s aggregate obligation to indemnify the Company and such officers, directors and controlling persons shall be limited to the net amount received by the Purchaser from the sale of the Securities.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the CompanyPurchaser and each person, each of its directorsif any, each of its officers who signed controls the Registration Statement or controlling person Purchaser may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Registration Statement, Purchaser to the Prospectus, Company for inclusion in the Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredit, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each In connection with any -------------------------------- registration statement pursuant to which the Purchaser will severally and not jointly sold or offered for sale Registrable Securities, the Purchaser agrees to (i) indemnify and hold harmless the CompanyCompany and its officers, each of its directors, each of its officers who signed the Registration Statement employees, representatives, underwriter and agents and each person, if any, who controls the Company within the meaning of the Securities Act, control person against any losses, claims, damages, damages or liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any an untrue statement or alleged untrue statement of any a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Registration StatementCompany to the Purchaser, the Prospectusany officer, director, partner, employee, representative, underwriter or agent or control person, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances in which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Purchaser or on behalf of such Purchaser its officers, directors, partners, employees representatives, or agents expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to and (ii) reimburse the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and or other expense expenses reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense action or actionclaim as such expenses are incurred; provided that in no event shall any indemnity under this subsection (b) exceed the gross proceeds from such offering received by the Purchaser.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), or any other federal or state statutory law or regulationand the directors, or at common law or otherwise (including in settlement of any litigationofficers, if such settlement is effected with the written consent agents and employees of such Purchasercontrolling Persons, which consent shall to the full extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not be unreasonably withheld) insofar subject to appeal or review), as such lossesincurred, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising solely out of or are based solely upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising solely out of or are based solely upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in any information so furnished in writing by the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished Purchaser to the Company by or on behalf of such Purchaser expressly specifically for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company inclusion in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person such Prospectus. Notwithstanding anything to the contrary contained herein, the Purchaser shall be liable under this Section 5(b) for any legal and other expense reasonably incurred by only that amount as does not exceed the Company, each net proceeds to the Purchaser as a result of its directors, each the sale of its officers who signed the Registrable Securities pursuant to such Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionStatement.

Indemnification by the Purchaser. Each To the extent permitted by Law, the Purchaser will severally and not jointly shall, if Registrable Securities held by the Purchaser are included in the securities as to which such Registration, qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its employees, advisors, agents and directors, each of its officers who has signed the Registration Statement and Statement, each personPerson, if any, who controls the Company within the meaning of the Securities ActAct and any underwriter, against any losses, claims, damagesdamages or liabilities (joint or several; or actions, liabilities proceedings or expenses settlements in respect thereof) to which the CompanyCompany or any such director, each of its directorsofficer, each of its officers who signed the Registration Statement or legal counsel, controlling person Person underwriter may become subject, subject under the Securities Act, the Exchange Act, Act or any other U.S. federal or state statutory law or regulationLaw, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions actions, proceedings or settlements in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares following statements, omissions or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement or alleged untrue statement or statement, omission or alleged omission was made Violation occurs in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in sole reliance upon and in conformity with written information furnished by the Purchaser, or its partners, officers, directors, employees, advisors, agents, underwriters or controlling Persons expressly for use in connection with such Registration: (i) untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; or (ii) omission or alleged omission to state in such Registration Statement a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, but only to the Company extent such untrue statement or omission is made in reliance upon and contained in any information or affidavit so furnished in writing by or on behalf of such the Purchaser expressly for use therein; provided, however, that and the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and or other expense expenses reasonably incurred by the CompanyCompany or any such employee, each of its directorsadvisor, each of its officers who signed the Registration Statement agent, director, officer, controlling Person or controlling person underwriter in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense action or actionproceeding; provided, however, that the indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of the Purchaser, which consent shall not be unreasonably withheld; and provided, further, that except for liability for willful fraud, in no event shall any indemnity under this Section 2.6(b) exceed the net proceeds received by the Purchaser in such Registration.

Indemnification by the Purchaser. Each The Purchaser will and the Purchaser Parent jointly and severally agree to indemnify each Seller and not jointly indemnify and hold harmless the Company, each of its directorstheir respective Affiliates against, and agree to hold each of its officers who signed the Registration Statement them harmless from, any and each person, if any, who controls the Company within the meaning all Losses incurred or suffered by a Seller or any such Affiliate because of (1) any material breach of a representation or warranty of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or Section 4.2 (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.2(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Purchaser in this Agreement, (3) any Assumed Liability, (4) the operation of the Business from and after the Closing, (5) the failure by the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time from and after the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business from and after the Closing, (7) the failure by the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time from and after the Closing, or (8) any false or misleading advertising or other misrepresentation by the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders from and after the Closing. Notwithstanding the foregoing, the Sellers and their Affiliates shall not be liable entitled to indemnity pursuant to clause (1) of this Section 9.3: (a) in respect of any De Minimis Claim; (b) for any such untrue Losses until the aggregate amount of all Losses incurred or alleged untrue statement suffered by the Sellers or omission or alleged omission any of their Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser has delivered Sellers and their Affiliates shall be entitled to indemnification for the Company full amount of Losses in writing a correction before the occurrence excess of the transaction from which such loss was incurredDeductible Amount; and (c) for Losses, and in the Purchaser will reimburse the Companyaggregate, each of its directors, each of its officers who signed the Registration Statement incurred or controlling person for any legal and other expense reasonably incurred suffered by the Company, each Sellers or their Affiliates in excess of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionIndemnity Cap.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the CompanySeller from and against, each of its directorsall costs, each of its officers who signed the Registration Statement and each personfees, if anylosses, who controls the Company within the meaning of the Securities Actliabilities, against any lossesTaxes, charges, claims, expenses and damages, liabilities including without limitation, reasonable legal fees and expenses (both those incurred in connection with the defense or expenses to which prosecution of the Companyindemnifiable claim and those incurred in connection with the enforcement of this provision) and costs of investigation, each of its directorsactually incurred or as and when actually paid by the Seller, each of its officers who signed the Registration Statement their agents or controlling person may become subject, under the Securities Act, the Exchange ActAffiliates, or any other federal of their respective subsidiaries or state statutory law or regulationAffiliates, or at common law any of their respective officers, directors or otherwise employees (including in settlement of any litigationcollectively, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld"Seller Losses") insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon a result of: (i) any failure on the part of such Purchaser to comply with the covenants and agreements misrepresentation contained in Sections 5.2 or 7.2 breach of this Agreement respecting the sale or failure to perform any representation, warranty, covenant or agreement of the Shares or (ii) the inaccuracy of any representation made by such Purchaser contained in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; other Transaction Document provided, however, that notwithstanding the foregoing, if at Closing, Seller's Chief Executive Officer or Chief Financial Officer has actual knowledge based upon any document given by Purchaser to such Chief Executive Officer or Chief Financial Officer prior to Closing that Purchaser has breached a representation or warranty or failed to perform a covenant or agreement, Seller's election to complete the transaction herein contemplated shall act as a waiver of Seller's right to claim indemnity by Purchaser for said breach or failure; (ii) the actual or threatened commencement of any proceeding, suit or action against the Seller, or any Affiliate thereof or any director, officer or employee of any of them, arising out of actions taken, or omitted to be taken after the Closing by the Purchaser shall not be liable for or its agents in respect of the Business or the Acquired Assets, which if determined adversely (regardless of the actual determination thereof) would result in a Seller Loss which is indemnifiable under the provisions of this Section 9(b) (regardless of the actual determination thereof) (any such untrue pending or alleged untrue statement threatened proceeding suit or omission action being a "Seller Covered Action" and together with a "Purchaser Covered Action", a "Covered Action"); and/or (iii) any and all actions, suits, proceedings, claims or alleged omission of which the Purchaser has delivered demands incident to the Company in writing a correction before the occurrence any of the transaction from which foregoing or such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionindemnifications.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the CompanyCompany and the officers, each of its directors, each partners, members, agents and employees of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directorsto the fullest extent permitted by applicable law, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement from and against all Losses arising solely out of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged omission is contained in any information so furnished by the Purchaser in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statement statements or omission omissions are based solely upon information regarding the Purchaser furnished to the Company by the Purchaser in writing expressly for use therein, or alleged omission (ii) to the extent that such information relates to Purchaser or Purchaser’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved by the Purchaser expressly for use in the Registration Statement, the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to . In no event shall the Company by or on behalf liability of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not hereunder be liable for any such untrue or alleged untrue statement or omission or alleged omission greater in amount than the dollar amount of which the net proceeds (after discounts and commissions but before expenses) received by the Purchaser has delivered to upon the Company in writing a correction before the occurrence sale of the transaction from which Registrable Securities giving rise to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Companyeach Investor and each other holder of Registrable Securities, and each of its their respective officers, employees, affiliates, directors, each of its officers who signed the Registration Statement partners, members, attorneys and agents, and each person, if any, who controls the Company an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities whether joint or expenses to several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the Company, each sale of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, such Registrable Securities was registered under the Securities Act, the Exchange Actany preliminary prospectus, final prospectus or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact summary prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement to the such Registration Statement or ProspectusStatement, or arise arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action or inaction required of the Purchaser in each connection with any such registration; and the Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or alleged allegedly untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectuspreliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Company Purchaser, in writing, by or on behalf of such Purchaser selling holder expressly for use therein; provided, however, that the . The Purchaser also shall not be liable for indemnify any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence Underwriter of the transaction from which such loss was incurredRegistrable Securities, and the Purchaser will reimburse the Companytheir officers, each of its affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person indemnification provided above in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthis Section 4.1.

Indemnification by the Purchaser. Each The Standby Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Shelf Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Shelf Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, but only if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any breach of a representation or warranty or breach of or failure to perform any covenant or agreement on the part of such the Standby Purchaser contained in this Agreement, or any other agreement or instrument furnished by the Company to the Standby Purchaser pursuant to this Agreement, (ii) any failure to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting with respect to the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Shelf Registration Statement, the Shelf Prospectus, or any amendment or supplement to the Registration Statement thereto or Prospectus, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the Shelf Registration Statement or any amendment or supplement thereto not misleadingmisleading or in the Shelf Prospectus or any amendment or supplement thereto not misleading in the light of the circumstances under which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Shelf Registration Statement, the Shelf Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Standby Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Standby Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Shelf Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Shelf Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that (i) the Standby Purchaser’s aggregate liability under this Section 10(b) shall not exceed the amount of proceeds received by the Standby Purchaser on the sale of the Shares pursuant to the Shelf Registration Statement and (ii) the Standby Purchaser will not be required to indemnify the Company to the extent that the liabilities arise from the gross negligence or willful misconduct of the Company or any of its affiliates.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or and any controlling person persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i1) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Purchased Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii2) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement, and any controlling persons for any legal and other expense reasonably incurred by the Company, its directors, its officers who signed the Registration Statement, and any controlling persons, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of with respect to which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction event from which such loss was incurred. Notwithstanding the provisions of this Section 5(d), and the Purchaser will reimburse shall not be liable for any indemnification obligation under this Agreement in excess of the Company, each aggregate amount of its directors, each net proceeds received by the Purchaser from the sale of its officers who signed the Registrable Shares pursuant to the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionStatement.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or and any controlling person persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or Statement, and any controlling person persons for any reasonable legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or Statement, and any controlling person persons, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue statement or omission with respect to which the Purchaser has delivered to the Company in writing a correction before the occurrence of the event from which such loss was incurred. Notwithstanding the provisions of this Section 5(e), the Purchaser shall not be liable for any indemnification obligation under this Agreement in excess of the aggregate amount of net proceeds received by the Purchaser from the sale of the Registrable Shares pursuant to the Registration Statement.

Indemnification by the Purchaser. Each If the Closing occurs and subject to the limitations set forth herein, the Purchaser will severally and not jointly shall indemnify and hold harmless defend the CompanySeller and its Affiliates, each of its and their respective stockholders, members, managers, officers, directors, each of its officers who signed employees, agents, successors and assigns (the Registration Statement “Seller Indemnitees”) against, and each personshall hold them harmless from, if anyany and all Losses resulting from, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Actarising out of, or incurred by any other federal or state statutory law or regulationSeller Indemnitee in connection with, or at common law or otherwise with respect to: (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (ia) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 inaccuracy or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy breach of any representation or warranty made by such the Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, Ancillary Agreements or any amendment certificate or supplement to the Registration Statement other document furnished or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Seller in connection with investigating, defending, settling, compromising the transactions contemplated by this Agreement; (b) any breach by the Purchaser of any covenant or paying agreement contained in this Agreement or any of the Ancillary Agreements; (c) the ownership or operation of the Company and its Subsidiaries by the Purchaser or its Affiliates (or any subsequent transferee of any such lossparty, claimif such transfer is made within three years of the Closing Date) on and after the Closing Date (except for (i) any claims with respect to which the Seller is obligated to indemnify the Purchaser Indemnitees pursuant to Section 9.2, damageand (ii) any claims the Purchaser or the Company and its Subsidiaries may have against the Seller or its Affiliates) (d) any Taxes of the Company or its Subsidiaries attributable to a Post‑Closing Period and indemnification for which is not provided to the Purchaser in Section 9.2; (e) any additional Taxes or out-of-pocket costs relating to the Section 1031 like-kind exchange as set forth in Section 6.20; (f) any Support Obligation, liabilityto the extent the Losses relating to such Support Obligations arise or are incurred after Closing; and (g) subject to Section 9.2(k), expense or actionthe Lafayette Agreements.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), and the directors, officers, agents or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent employees of such Purchasercontrolling Persons, which consent shall not be unreasonably withheld) insofar and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as such lossesincurred, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on the part of such Purchaser relating to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, as supplemented or any amendment or supplement to the Registration Statement or Prospectusamended, if applicable, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that (i) such untrue statement or alleged untrue statement omission is contained in or omission omitted from any information so furnished in writing by the Holder or alleged omission the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus, and (ii) such information was made reasonably relied upon by the Company for use in the Registration Statement, the Prospectussuch Prospectus or such form of prospectus or, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company extent that such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities, was reviewed and expressly approved in writing by or on behalf of such Purchaser the Holder expressly for use therein; providedin the Registration Statement, howeversuch Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, that the Purchaser Holder shall not be liable under this Section 6(b) for any such untrue or alleged untrue statement or omission or alleged omission of which only that amount as does not exceed the Purchaser has delivered net proceeds to the Company in writing Holder as a correction before the occurrence result of the transaction from which sale of Registrable Securities pursuant to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionStatement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person persona may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 Section 1.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such the Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon upon, and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each of the Purchaser will severally and not jointly indemnify the Guarantor shall, on a joint and several basis, pay, hold harmless and indemnify the CompanySeller from and against, each any and all Indemnifiable Losses incurred by the Seller, resulting from or relating to the following: (a) any breach or inaccuracy (whether intentional or not) of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning any representations or warranties of the Securities Act, against Seller under this Agreement; or (b) any lossesbreach (whether intentional or not) of any covenants of the Seller under this Agreement; or (c) any failure of the Purchaser to perform any obligations under this Agreement; or (d) any objection, claims, damages, liabilities disputes or expenses legal actions (including but not limited to which that initiated by Didi or its shareholders) against the Seller or its Affiliates in direct connection with the Didi ROFR Agreement and/or the Company’s investment in Didi that are initiated within one (1) year after the Closing, which have been determined by the competent courts or arbitration tribunals against the Seller or its Affiliates or otherwise settled by the Seller with the Purchaser’s prior written consent; and/or all Indemnifiable Losses in direct connection with any unwinding or partial unwinding of the transactions contemplated hereunder which have been determined by the competent courts or arbitration tribunals against the Seller or its Affiliates; or (e) any claims, disputes or legal actions (including but not limited to that initiated by the Seller’s shareholders) against the Seller or its Affiliate in direct connection with any such matter as set forth in Section 7.5(d) above that are initiated within one (1) year after the Closing, which have been determined by the competent courts or arbitration tribunals against the Seller or its Affiliates or otherwise settled by the Seller with the Purchaser’s prior written consent. For the avoidance of doubt, the indemnification obligations of the Purchaser under Section 7.5(d) and Section 7.5(e) shall be discharged when the Purchaser has produced and presented to the Seller such evidence reasonably satisfactory to the Seller that each of its directors, each Didi and the relevant shareholders of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon Didi (i) any failure on acknowledges the part of such Purchaser to comply with the covenants transactions contemplated hereunder and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) does not raise any objection to the inaccuracy transactions contemplated hereunder. In the event of unwinding or partial unwinding of the transactions contemplated hereunder due to any representation made reason, the Seller shall refund the Purchase Price immediately to the Purchaser subject to the following sentence. If any non-appealable judgments or arbitration awards in direct connection with Section 7.5(d) and Section 7.5(e) have been rendered by such the competent courts or arbitration tribunals against the Seller or its Affiliates when the unwinding is determined to be conducted, the Seller shall be entitled to deduct from, and offset against, any funds paid by the Purchaser in accordance with this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration StatementAgreement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably all Indemnifiable Losses incurred by the Company, each of its directors, each of its officers who signed the Registration Statement Seller as determined in such non-appealable judgments or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionarbitration awards.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each of its officers who signed Seller Indemnified Party the Registration Statement amount of, any and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise all Losses (including in settlement of any litigationattorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, if such settlement is effected with the written consent of such Purchaserwhether or not involving a third party claim, which consent shall not be unreasonably withheld) insofar as such lossesdemand, claimsaction or proceeding, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on breach of any representation, warranty or certification made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale any of the Shares Transaction Documents or certificates given by the Purchaser in writing pursuant hereto or thereto, (ii) any breach of or default under any covenant or agreement by the inaccuracy of Purchaser pursuant to any representation made by such Transaction Document to which the Purchaser in this Agreement or is party, (iii) any untrue breach by Purchaser or alleged untrue statement any Permitted Recipients of any material fact contained confidentiality provisions set forth in the Registration Statement, Counterparty License Agreement or the Prospectus, Counterparty Consent or any amendment or supplement to interference by the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, Purchaser with Counterparty or any amendment of its Affiliates or supplement theretoSublicensees in a manner not permitted by the Counterparty Consent and (iv) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in reliance upon connection with the transactions contemplated by this Purchase and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinSale Agreement; provided, however, that the Purchaser amount of any recoverable Losses for which any Seller Indemnified Party makes a claim for indemnification hereunder shall not be liable for any reduced to the extent the underlying indemnification claim (A) results from the bad faith, gross negligence or willful misconduct of such untrue Seller Indemnified Party or alleged untrue statement the breach by such Seller Indemnified Party of this Agreement, or omission (B) results from acts or alleged omission omissions of which the Purchaser has delivered based upon the written instructions from any Seller Indemnified Party. Any amounts due to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and any Seller Indemnified Party hereunder shall be payable by the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any to such loss, claim, damage, liability, expense or actionSeller Indemnified Party upon demand.

Indemnification by the Purchaser. Each If the Phase I Closing occurs, and subject to the limitations expressly set forth in Section 8.4 and Section 8.5, the Purchaser will severally and not jointly indemnify and hold harmless the Company, each of Seller and its Affiliates and its and their directors, each of its officers who signed officers, employees, agents and representatives (collectively, the Registration Statement “Seller Indemnified Parties”) from and each person, if any, who controls the Company within the meaning of the Securities Act, against any lossesand all Losses (other than Losses with respect to Taxes, claims, damages, liabilities or expenses to for which the Company, each provisions of its directors, each of its officers who signed Section 9.1(a) will govern) incurred by the Registration Statement Seller Indemnified Parties arising or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise resulting from (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (ia) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy breach of any representation made or warranty set forth in Article 4 or in the certificates delivered pursuant to Sections 2.10(b)(xi) or Section 2.11(b)(v) (determined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by such the Purchaser upon the consummation of the Phase I Closing, and in the event that the Phase II Closing shall have occurred, with respect to the Business and the Purchased Assets and Assumed Liabilities), (b) any breach of any agreement or covenant of the Purchaser or any of its Affiliates set forth in this Agreement or (iiidetermined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by the Purchaser upon the consummation of the Phase I Closing, and in the event that the Phase II Closing shall have occurred, with respect to the Business and the Purchased Assets and Assumed Liabilities) and (c) any untrue Assumed Liability. For the sake of clarity, the amount of indemnified Losses will be calculated without regard to any materiality or alleged untrue statement of any material fact Material Adverse Effect qualifications contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionapplicable provisions hereof.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, each officers, agents and employees, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities competent jurisdiction in a final judgment not subject to appeal or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement review) arising solely out of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged omission is contained in any information so furnished by such Purchaser in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statement statements or omission omissions are based solely upon information regarding such Purchaser furnished to the Company by such Purchaser in writing expressly for use in the Registration Statement or alleged omission Prospectus, or to the extent that such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved by such Purchaser expressly for use in the Registration Statement (it being understood that the information provided by the Purchaser to the Company in the Questionnaire and the Plan of Distribution set forth on Exhibit E, as the same may be modified by such Purchaser constitutes information reviewed and expressly approved by such Purchaser in writing expressly for use in the Registration Statement), the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, . In no event shall the liability of any selling Purchaser hereunder be greater in reliance upon amount than the dollar amount of the net proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 5 and in conformity with written information furnished the amount of any damages such Investor has otherwise been required to the Company pay by or on behalf reason of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which omission) received by such Purchaser upon the Purchaser has delivered to the Company in writing a correction before the occurrence sale of the transaction from which Registrable Securities giving rise to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Companyeach Holder and each other holder of Registrable Securities, and each of its their respective officers, employees, affiliates, directors, each of its officers who signed the Registration Statement partners, members, and agents, and each person, if any, who controls the Company an Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party” ), from and against any expenses, losses, judgments, claims, damages, liabilities or expenses to liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the Company, each sale of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, such Registrable Securities was registered under the Securities Act, the Exchange Actany preliminary Prospectus, final Prospectus or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact summary Prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement to the such Registration Statement or ProspectusStatement, or arise arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action or inaction required of the Purchaser in each connection with any such registration; and the Purchaser shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability, or action; provided, however, that the Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage, or liability arises out of or is based upon any untrue statement or alleged allegedly untrue statement or omission or alleged omission was made in the such Registration Statement, the preliminary Prospectus, final Prospectus, or summary Prospectus, or any such amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Company Purchaser, in writing, by or on behalf of such Purchaser selling Holder expressly for use therein; provided, however, that the . The Purchaser also shall not be liable for indemnify any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence Underwriter of the transaction from which such loss was incurredRegistrable Securities, their officers, affiliates, directors, partners, members, and agents and each person who controls such Underwriter on substantially the Purchaser will reimburse same basis as that of the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person indemnification provided above in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthis Section 4.1.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees, stockholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, ) against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise and expense (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheldreasonable attorney fees) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon resulting from (i) any Purchaser’s failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale prospectus delivery requirements of the Shares or Securities Act; (ii) the inaccuracy use by Purchaser of any representation made by an outdated or defective Prospectus after the Company has notified such Purchaser Purchase in this Agreement writing that the Prospectus is outdated or defective; or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out omission of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein not misleading, in each case (A) to the extent, but only to the extent, extent that (1) such untrue statement or alleged untrue statement omission is contained in any information furnished in writing by Purchaser to the Company specifically for inclusion in such Registration Statement or omission Prospectus or alleged omission amendment or supplement thereto or Blue Sky Application or (2) such information relates to Purchaser or Purchaser’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in writing by Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Annex A hereto for this purpose), the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, . In no event shall the liability of Purchaser be greater in reliance upon amount than the dollar amount of the proceeds (net of all expense paid by Purchaser in connection with any claim relating to this Section 5 and in conformity with written information furnished the amount of any damages Purchaser has otherwise been required to the Company pay by or on behalf reason of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which omission) received by Purchaser upon the Purchaser has delivered to the Company in writing a correction before the occurrence sale of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or controlling person for any legal and other expense reasonably incurred willful misconduct by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionPurchaser.

Indemnification by the Purchaser. Each Standby Purchaser will severally agrees severally, and not jointly jointly, to indemnify and hold harmless the Company, its Affiliates, and each of its their respective officers, directors, each of its officers who signed the Registration Statement managers, partners, members, agents, representatives, successors, assigns and employees and each personother Person, if any, who controls the Company (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, collectively, as the “Company Indemnified Persons”), against any losses, claims, damages, liabilities or expenses Losses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person any Company Indemnified Person may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (iX) any breach of a representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Standby Purchaser contained in this Agreement, (Y) any failure to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting with respect to the sale of the New Shares purchased pursuant to the Standby Purchase Commitment or (iiZ) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any an untrue statement or alleged untrue statement of any material fact contained in the Registration StatementProspectus Supplement, the Resale Prospectus, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in the forms first filed with the Commission pursuant to Rule 424(b) of the Securities Act, or any amendment or supplement thereto, in each case to the extent, but only to the extent, that such untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in the Registration StatementProspectus Supplement, the Resale Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Standby Purchaser or on behalf of such Purchaser its Affiliates expressly for use thereintherein pursuant to Section 7(a)(i) hereof; provided, however, that the Purchaser shall not be liable for any and such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Standby Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company Indemnified Person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company Indemnified Person in connection with investigating, defending, settling, compromising or paying any such lossLosses; provided, claimhowever, damagethat such Standby Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company to perform any covenant and agreement contained in this Agreement, liability, expense (ii) the inaccuracy of any representation or actionwarranty made by the Company in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person.

Indemnification by the Purchaser. Each In order to induce the Company to enter into this Agreement, the Purchaser will severally and not jointly indemnify and agree to hold harmless and defend, to the same extent and in the same manner as is set forth in Subparagraph “(i)” of this Paragraph “A” of this Article “7” of this Agreement, the Company, each of its Person, if any, who controls the Company, the members, the directors, each officers, partners, attorneys, employees, agents, affiliates and trustees, representatives of its officers who signed the Registration Statement Company and each personPerson, if any, who controls the Company within the meaning of the Securities Act1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any losses, claims, damages, liabilities Claim or expenses Indemnified Damages to which the Company, each any of its directors, each of its officers who signed the Registration Statement or controlling person them may become subject, under the Securities 1933 Act, the Exchange Act1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Purchaser which shall be set forth in writing to the Company by the Purchaser expressly for use in connection with the Registration Statement; and, subject to Subparagraph “(iv)” of this Paragraph “A” of this Article “7” of this Agreement, the Purchaser will reimburse any legal or other federal expenses reasonably incurred by them in connection with investigating or state statutory law or regulationdefending any such Claim; provided, or at common law or otherwise however, that the indemnity agreement contained in this Subparagraph “(including ii)” of this Paragraph “A” of this Article “7” of this Agreement and the agreement with respect to contribution contained in Paragraph “B” of this Article “7” of this Agreement shall not apply to amounts paid in settlement of any litigation, Claim if such settlement is effected with without the prior written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, further, however, that the Purchaser shall not be liable under this Subparagraph “(i)” of this Paragraph “A” of this Article “7” of this Agreement for any such untrue only that amount of a Claim or alleged untrue statement or omission or alleged omission of which Indemnified Damages as does not exceed the net proceeds to the Purchaser has delivered to the Company in writing as a correction before the occurrence result of the transaction from which sale of Registrable Securities pursuant to such loss was incurred, registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Purchaser will reimburse the Company, each pursuant to Article “7” of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthis Agreement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees, stockholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, ) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or expenses any omission of a material fact required to which the Company, each of its directors, each of its officers who signed be stated in the Registration Statement or controlling person may become subjectProspectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the Securities Actextent, but only to the Exchange Actextent that such untrue statement or omission is contained in any information furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, or any other federal or state statutory law or regulationhowever, or at common law or otherwise (including that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any litigation, claim or proceeding if such settlement is effected with without the written consent of such Purchaserthe Holder, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses . In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the proceeds (or actions net of all expense paid by the Purchaser in respect thereof as contemplated below) arise out connection with any claim relating to this Section 2.6 and the amount of or are based upon (i) any failure on damages the part Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting upon the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained Registrable Securities included in the Registration Statement, the Prospectus, or any amendment or supplement Statement giving rise to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such the Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each Purchaser will In the event of any registration of any securities of the Company under the Act, the Company will, and hereby does, severally and not jointly indemnify and hold harmless in the Companycase of any registration statement filed pursuant to Article 2 or 3, each of its directors, each of its officers who signed the Registration Statement Holder and each personunderwriter, if any, of the Holder's securities, and each person who controls the Company Holder or the underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damagesdamages or liabilities, liabilities joint or expenses several, to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Holder may become subject, subject under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Registration StatementAct, the Prospectusany preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder for any legal or any other expenses reasonably incurred by him in each connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extentextent that any such loss, but only to the extentclaim, that such damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectusany such preliminary prospectus, or any final prospectus, summary prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such Purchaser expressly the Holder, specifically stating that it is for use therein; providedin the preparation thereof and, however, provided further that the Purchaser Company shall not be liable for to any Person who participates as an underwriter, in the offering or sale of Warrant Shares or to any other Person, if any, who controls such underwriter within the meaning of the Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Act to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered at or prior to the Company in writing a correction before the occurrence written confirmation of the transaction from which sale of Warrant Shares to such loss Person if such statement or omission was incurredcorrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, and shall survive the Purchaser will reimburse the Company, each transfer of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred such securities by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionholder.

Indemnification by the Purchaser. Each Whether or not the transactions contemplated hereby and by the other Transaction Agreements are consummated, the Purchaser will severally and not jointly agrees to indemnify and hold harmless defend the Company, Seller and each of its officers, directors, employees, counsel, agents and attorneys-in-fact (each of its officers who signed the Registration Statement an "Indemnified Person") against, and hold each personIndemnified Person harmless from, if anyany and all liabilities, who controls the Company within the meaning of the Securities Actobligations, against any losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or expenses nature whatsoever which may at any time (including at any time following the payment of all Obligations and the termination of this Agreement and the other Transaction Agreements) be imposed on, incurred by or asserted against any such Person in any way relating to which or arising out of this Agreement, any other Transaction Agreement or any document contemplated hereby or thereby or referred to herein or therein, or the Company, each of its directors, each of its officers who signed the Registration Statement transactions contemplated hereby or controlling person may become subject, under the Securities Act, the Exchange Actthereby, or any other federal action taken or state statutory law omitted by any such Person under or regulationin connection with any of the foregoing, including with respect to any investigation, litigation or at common law or otherwise proceeding (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheldInsolvency Proceeding or appellate proceeding) insofar as such losses, claims, damages, liabilities related to or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting or any other Transaction Agreement or the sale use of the Shares proceeds of the Financing, whether or not any Indemnified Person is a party thereto (ii) all the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statementforegoing, collectively, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein"Indemnified Liabilities"); provided, however, that the Purchaser shall not be liable for have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionIndemnified Person.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the CompanyLiberty, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each personPerson, if any, who controls the Company Liberty within the meaning of the Securities ActAct or the Exchange Act (the "Purchaser Indemnified Parties"), against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses to which the CompanyPurchaser Indemnified Parties, each or any of its directorsthem, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof as contemplated belowthereof) or expenses arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iiiw) any untrue statement or alleged untrue statement of any material fact contained in the Liberty Registration Statement, the Prospectusany preliminary, final or summary prospectus included therein or in any prospectus filed pursuant to Rule 424, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to if the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Liberty by or on behalf of such the Purchaser expressly specifically for use therein; providedin the preparation thereof, however(x) the delivery of any prospectus by or on behalf of the Purchaser (i) more than 24 hours after Liberty has notified the Purchaser, in accordance with Section 2.1(iv), that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) after such time as the obligation of Liberty to keep the Liberty Registration Statement effective and current has expired, (y) the failure to send or deliver to a Person to whom the Purchaser sells or transfers Registered Shares, at or prior to the written confirmation of sale or transfer, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Liberty had previously furnished copies thereof to the Purchaser or its representatives, or (z) any violation by the Purchaser of any federal or state securities law or rule or regulation thereunder (other than any violation that arises out of or is based upon the circumstances described in clause (x) or (y) of Section 3.1 above and as to which the Purchaser is entitled to indemnification thereunder). For the avoidance of doubt, the Purchaser shall not be liable required to indemnify any Purchaser Indemnified Party for any such untrue losses, claims, damages or alleged untrue statement liabilities or omission expenses that arise out of or alleged omission are based upon any action, inaction, provision of which the Purchaser has delivered to the Company in writing a correction before the occurrence information or representation of any of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionSeller Indemnified Parties.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or and any controlling person persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i1) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Purchased Shares, the Warrants and the Warrant Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii2) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement, and any controlling persons for any legal and other expense reasonably incurred by the Company, its directors, its officers who signed the Registration Statement, and any controlling persons, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of with respect to which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction event from which such loss was incurred. Notwithstanding the provisions of this Section 5(d), and the Purchaser will reimburse shall not be liable for any indemnification obligation under this Agreement in excess of the Company, each aggregate amount of its directors, each net proceeds received by the Purchaser from the sale of its officers who signed the Registrable Shares pursuant to the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionStatement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such the Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each (a) The Purchaser will severally -------------------------------- agrees, subject to the other terms and not jointly conditions of this Agreement, to indemnify the BOC Group and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "BOC GROUP INDEMNIFIED PARTY") against and hold them harmless the Companyfrom all liabilities, each of its directorslosses, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any lossesdamages, claims, damages, liabilities or costs and expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigationreasonable attorney's fees) (collectively, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld"LOSSES") insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise actually incurred by them arising out of or are based upon (i) the failure of any failure representation or warranty of the Purchaser herein to be true and correct in all respects on the part date hereof or the Cut-Off Date (except for representations and warranties that speak as of a specific date, which must be true and correct as of such Purchaser to comply with date, and the covenants representations and agreements contained warranties set forth in Sections 5.2 4.01 through 4.03, 4.05 and 4.06, which must be true and correct on the date hereof and on the Closing Date), without giving effect to any standard, qualification or 7.2 of this Agreement respecting the sale of the Shares or exception with respect to "materiality" contained therein, (ii) the inaccuracy breach of any representation made by such covenant or agreement of the Purchaser herein (other than Article VII, it being understood and agreed that the sole remedy for breach thereof shall be pursuant to Article VII) or in this Agreement or the Ancillary Agreements, (iii) the Assumed Liabilities, (iv) the conduct of the Business following the Closing, and (v) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact amounts (other than Excluded Liabilities) required to be stated therein or necessary paid by the BOC Group pursuant to make Section 74 of the statements therein not misleading, Insolvency Act of 1986 as a result of the BOC Group's ownership of Ohmeda UK. Notwithstanding anything in each case Article IX to the extentcontrary, but only no claim may be asserted nor may any action be commenced against the Purchaser pursuant to Section 9.02(a)(i), unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and circumstances with respect to the extent, that subject matter of such untrue statement claim or alleged untrue statement action on or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished prior to the Company by or date on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from representation or warranty on which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement claim or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person action is based ceases to survive as set forth in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionSection 9.01.

Indemnification by the Purchaser. Each (a) The Purchaser will severally and not jointly agrees to indemnify and hold save harmless the Company and each of the respective partners, officers, directors, employees, agents and Affiliates of the Company in their respective capacities as such (the "Company Indemnitees") from and against any and all Losses relating to or arising out of any inaccuracy in or breach of the representations, warranties, covenants or agreements made by the Purchaser herein. (b) A Company Indemnitee shall give written notice to Purchaser of any claim with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to a claim for indemnification; provided that the failure of any Company Indemnitee to give notice as provided herein shall not relieve Purchaser of its obligations under this Section 8.9 unless and to the extent that Purchaser shall have been materially prejudiced by the failure of such Company Indemnitee to so notify the Purchaser. In case any such action, suit, claim or proceeding is brought against a Company Indemnitee, the Purchaser shall be entitled to participate in the defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Company, each and after notice from the Purchaser of its directors, each of its officers who signed election so to assume the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Actdefense thereof, the Exchange Act, Purchaser will not be liable to such Company Indemnitee under this Section 8.9 for any legal or any other federal or state statutory law or regulation, or at common law or otherwise (including expense subsequently incurred by such Company Indemnitee in settlement of any litigation, if such settlement is effected connection with the written consent of such Purchaserdefense thereof; provided, which consent shall not be unreasonably withheld) insofar as such losseshowever, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon that (i) any failure on if the part Purchaser shall elect not to assume the defense of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 claim or 7.2 of this Agreement respecting the sale of the Shares action or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished if outside legal counsel to the Company Indemnitee reasonably determines that there may be a conflict between the positions of the Purchaser and of the Company Indemnitee in defending such claim or action, then separate counsel shall be entitled to participate in and conduct the defense, and the Purchaser shall be liable for any legal or other expenses reasonably incurred by the Company Indemnitee in connection with the defense (but only with respect to one such 37 42 Investment Agreement separate counsel). The Purchaser shall not be liable for any settlement of any action, suit, claim or on behalf of such Purchaser expressly for use thereinproceeding effected without its written consent; provided, however, that the Purchaser shall not unreasonably withhold, delay or condition its consent. The Purchaser further agrees that it will not, without the Company Indemnitee's prior written consent (which consent shall not be liable for unreasonably withheld), settle or compromise any such untrue claim or alleged untrue statement consent to entry of any judgment in respect thereof in any pending or omission threatened action, suit, claim or alleged omission proceeding in respect of which indemnification may be sought hereunder unless such settlement or compromise includes an unconditional release of the Purchaser has delivered Company and each other Company Indemnitee from all liability arising out of such action, suit, claim or proceeding. (c) The indemnification provided for in this Section 8.9 shall be the exclusive post-Closing remedy available to the Company with respect to any inaccuracy in writing a correction before or breach of any representation or warranty made by Purchaser in this Agreement; provided that nothing herein shall prevent the occurrence of Company from pursuing any remedies legally available for fraud or fraudulent misrepresentation. Any payment made pursuant to this Section 8.9 shall be treated as an adjustment to the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionpurchase price.

Indemnification by the Purchaser. Each (a) Subject to the limitations set forth in this Article VII, the Purchaser will severally and not jointly indemnify shall indemnify, defend and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Sellers and each person, if any, who controls the Company within the meaning of the Securities Acttheir Representatives, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including and in settlement respect of any litigation, if such settlement is effected with and all Damages to the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise extent arising out of or are based upon resulting from: (i) any failure on the part breach of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 a representation or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation warranty made by such the Purchaser in this Agreement or any Schedule hereto; or (iiiii) any untrue breach of or alleged untrue statement failure to carry out, perform, satisfy and discharge any agreement or covenant of any material fact the Purchaser contained in this Agreement. (b) Notwithstanding the Registration Statementforegoing, (i) in the Prospectuscase of Damages incurred as a result of a breach set forth in clause (i) of Section 7.3(a) above, or any amendment or supplement to (A) the Registration Statement or Prospectus, or arise out Purchaser shall not be liable for indemnification hereunder unless and until the aggregate amount of or are based upon such Damages exceeds $100,000 (the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading“Purchaser’s Basket”), in each case which event the Sellers shall be entitled to indemnification for all Damages in excess of the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf Purchaser’s Basket as a result of such Purchaser expressly for use therein; providedbreach, however, that and (B) the Purchaser shall not be liable for any claim until Damages resulting from or relating to such untrue or alleged untrue statement or omission or alleged omission claim exceed the Indemnity Threshold, in which case such claim shall count against the Purchaser’s Basket and, subject to the amount of which the claims applied against the Purchaser’s Basket exceeding the amount of the Purchaser’s Basket, the Purchaser has delivered shall be liable for all Damages for such claim without regard to the Company Indemnity Threshold; and (ii) the Purchaser’s aggregate liability under clauses (i) and (ii) of Section 7.3(a) above shall in writing a correction before no event exceed Ten Million Dollars ($10,000,000) (the occurrence “Purchaser’s Cap”); provided, however, that the Purchaser’s Basket and the Purchaser’s Cap shall not apply to (x) any Purchaser indemnification obligation arising out of, relating to or resulting from actual fraud by the Purchaser or (y) any claim relating to the payment of the transaction from which such loss was incurred, Purchase Price as the same is earned and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionbecomes due.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its directors and officers who signed and the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its directors and officers who signed the Registration Statement or controlling person may become subject, subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such PurchaserPurchasers, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 7.3 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the such Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the such Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the such Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its directors and officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation or warranty made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement officers, partners, employees, agents, representatives and affiliates, and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any all losses, claims, damages, liabilities or and expenses (including reasonable and documented costs of defense and investigation and all reasonable and documented attorneys’ fees) to which the Company, Company and each of its directors, each of its officers who signed the Registration Statement or controlling person such other Person may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementForm 8-K, the ProspectusShelf Registration Statement or any prospectus supplement or free writing prospectus, or any amendment thereof or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, in each case case, to the extent, but and only to the extent, that such untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; providedin the Form 8-K or any prospectus supplement or free writing prospectus, howeveror any amendment thereof or supplement thereto, that including, without limitation, the information set forth on Exhibit C hereto for inclusion in the Prospectus Supplement in the sections captioned “The Transaction” and “Plan of Distribution” or updated from time to time in writing by the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered and furnished to the Company by the Purchaser expressly for inclusion in writing the Form 8-K, the Shelf Registration Statement a correction before prospectus or any new registration statement or from the occurrence failure of the transaction from which such loss was incurred, and Purchaser to deliver or to cause to be delivered the Purchaser will reimburse prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to this Agreement. The Purchaser shall reimburse the Company and each of its directorssuch director, each of its officers who signed the Registration Statement officer, partner, employee, agent, representative and affiliate or controlling person Person promptly upon demand (with accompanying presentation of documentary evidence) for any all legal and other expense costs and expenses reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement Company or controlling person such indemnified Persons in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding with respect to which it is entitled to indemnification.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Registration Statement, Purchaser to the Prospectus, Company for inclusion in the Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredit, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses (or actions in respect thereof) to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 5 or 7.2 7 of this Agreement respecting the sale of the Shares Shares, or (ii) the inaccuracy any misrepresentation or breach of any representation or warranty given or made by such Purchaser in this Agreement Agreement, or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereintherein or such untrue statement or alleged untrue statement or omission or alleged omission was delivered to a subsequent purchaser in a Prospectus which was corrected and delivered to the Purchaser before the pertinent sale or sales by the Purchaser; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each In the event of any registration of any securities of the Purchaser will severally under the Securities Act in which the Stockholder is a selling shareholder, the Purchaser shall, and not jointly hereby does, indemnify and hold harmless harmless, in the Companycase of any registration statement filed pursuant to this Section 9, the Stockholder's directors, officers, partners, employees, agents and affiliates and, to the extent required by any underwriting agreement entered into by the Purchaser, each of its directors, each of its officers other person who signed participates as an underwriter in the Registration Statement registration statement and each person, if any, other person who controls the Company Stockholder or any such underwriter within the meaning of the Securities Act, against any insofar as losses, claims, damages, or liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Registration StatementSecurities Act, the Prospectusany preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Purchaser shall reimburse the Stockholder and each such director, officer, partner, employee, agent or affiliate and, to the extent required by an underwriting agreement entered into by the Purchaser, any underwriter and controlling person for any legal or any other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, liability, action or proceeding described in this clause (a); PROVIDED, HOWEVER, that the Purchaser shall not be liable in any such case to the extentextent that any such loss, but only to the extentclaim, that such damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementsuch registration statement, the Prospectusany such preliminary prospectus, or any summary prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Purchaser by or on behalf of such Purchaser expressly the Stockholder specifically stating that it is for use therein; providedin the preparation of such registration statement, howeverpreliminary prospectus, that final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Purchaser shall not be liable for Stockholder or any such untrue director, officer, agent or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement affiliate or controlling person for any legal and other expense reasonably incurred shall survive the transfer of such securities by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionStockholder.

Indemnification by the Purchaser. Each (a) From and after the Closing and subject to the provisions of this Section 5.3, the Purchaser will severally and not jointly indemnify shall indemnify, defend and hold harmless the CompanySeller, its Affiliates and its and its Affiliates’ respective officers, directors, employees, agents, successors and permitted assigns, each of its directorsin their capacity as such (collectively, the “Seller Indemnified Parties”, and each of its officers who signed the Registration Statement Purchaser Indemnified Parties and each personthe Seller Indemnified Parties, if anyan “Indemnified Party”) from, who controls the Company within the meaning against and in respect of any and all Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Securities ActSeller Indemnified Parties, against in each case net of any lossesactual benefit, claimsin respect of Third-Party Claims, damages, liabilities or expenses to which claims between the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange ActParties, or any other federal otherwise, directly or state statutory law or regulationindirectly, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon relating to: (i) the breach of any failure on representation or warranty made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or Agreement; and (ii) the inaccuracy breach of any representation covenant or agreement made by such the Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinAgreement; provided, however, that the Purchaser shall not be liable under this Section 5.3(a) for any such untrue Losses based upon or alleged untrue statement arising out of any inaccuracy in or omission breach of any of the representations or alleged omission warranties of which the Purchaser has delivered contained in this Agreement if a Seller Indemnified Party had knowledge of such inaccuracy or breach prior to the Company Closing. (b) Notwithstanding anything to the contrary contained in writing a correction before this Agreement: (i) the occurrence of indemnification provided in Section 5.3(a) shall be the transaction from which such loss was incurredsole and exclusive post-Closing remedy available to the Seller Indemnified Parties, and as against the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each Losses arising out of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigatingany breach or alleged breach of this Agreement, defendingand shall be subject to the following limitations: (A) the aggregate amount of indemnifiable Losses arising out of or resulting from the breach of any Fundamental Representation made by the Purchaser that may be recovered from the Purchaser shall not exceed the Fundamental Representation Indemnification Cap; (B) the aggregate amount of indemnifiable Losses arising out of or resulting from the breach of any Non-Fundamental Representation made by the Purchaser in this Agreement shall not exceed the General Representation Indemnification Cap; (C) the aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 5.3(a)(ii) that may be recovered from the Purchaser shall not exceed the Covenant Indemnification Cap; and (D) the aggregate amount of indemnifiable Losses arising out of or resulting from fraud, settlingcriminal activity, compromising intentional misrepresentation or paying intentional breach by the Purchaser shall not exceed the Fraud Cap; and (ii) no indemnification payment by the Purchaser with respect to any indemnifiable Losses otherwise payable under Section 5.3(a) shall be payable until such losstime as all such indemnifiable Losses made or paid under Section 5.3(a) shall aggregate to more than the Basket Amount, claimafter which time the Purchaser shall, damagesubject to clause (i) above, liability, expense or actionbe liable for all indemnifiable Losses above the Basket Amount.

Indemnification by the Purchaser. Each The Purchaser will agrees, severally and but not jointly jointly, to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees, shareholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, ) against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise and expense (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheldreasonable attorney fees) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon resulting from (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, or any amendment omission or supplement alleged omission of a material fact required to be stated in the Registration Statement or ProspectusProspectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, or arise out in light of or are based upon the circumstances under which they were made) not misleading; (ii) the omission or alleged omission to state therein in a Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any violation by the Purchaser or its agents of any rule or regulation promulgated under the Securities Act applicable to the Purchaser or its agents and relating to action or inaction required of such Purchaser under this Agreement, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in any information furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement, the Prospectus, ​ Statement or any Prospectus or amendment or supplement thereto, . In no event shall the liability of the Purchaser be greater in reliance upon amount than the dollar amount of the proceeds (net of all expense paid by the Purchaser in connection with any claim relating to this Section 2.6 and in conformity with written information furnished the amount of any damages the Purchaser has otherwise been required to the Company pay by or on behalf reason of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which omission) received by the Purchaser has delivered to upon the Company in writing a correction before the occurrence sale of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed Registrable Securities included in the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any giving rise to such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each Following the Closing, the Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of the Seller, its Affiliates and their respective directors, each of its officers who signed the Registration Statement officers, employees and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Actagents (collectively, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including “Seller Indemnified Parties”) from and against and in settlement respect of any litigationand all Damages suffered or incurred by any of them resulting from, if such settlement is effected with the written consent of such Purchaserarising out of, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities based on or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon relating to (i) any breach of any representation or warranty made by the Purchaser in this Agreement that, as of the Closing, has not been cured by the Purchaser or waived by the Seller in accordance with Section 8.01; (ii) any failure to perform any covenant, agreement or undertaking on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 this Agreement; (iii) the Assumed Liabilities; or 7.2 (iv) subject in all respects to the terms and conditions set forth in the Amended and Restated Program Agreement and the other Amendment Agreements (including the obligations (including any standard of care) of the Purchaser and its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, and the remedies for breach by a party thereto of its obligations thereunder), Third Party Actions arising out of the ownership, servicing and administration by the Purchaser of the Purchased Assets or the Acquired ABS Assets after the Closing. For purposes of this Agreement respecting the sale Section 5.04(e), a breach of the Shares a representation or (ii) the inaccuracy of any representation made by such Purchaser warranty contained in this Agreement or (iii) any untrue certificate delivered by the Purchaser pursuant to the terms of this Agreement shall be deemed to exist either if such representation or alleged untrue statement warranty is actually inaccurate or breached or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification as to materiality, material adverse effect or knowledge, it being the intention of the parties hereto that the Seller Indemnified Parties shall be indemnified and held harmless from and against any and all Damages suffered or incurred by any of them or resulting from, arising out of, based on or relating to the failure of any material fact contained in the Registration Statementsuch representation or warranty, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingtrue, correct and complete in any respect, determined in each case without regard to the extentany qualification as to materiality, but only to the extent, that such untrue statement material adverse effect or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement knowledge set forth with respect thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each Subject to Section 9.9, the Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any or all of their respective partners, directors, officers, managers, members, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Seller Indemnified Party, whether or not involving a Third Party Claim, arising out of its officers who signed (a) any breach of or default under any covenant or agreement of the Registration Statement and each personPurchaser in any Transaction Document to which the Purchaser is party if the Purchaser was not an Affiliate of the Seller at such time (or, if any, who controls the Company within the meaning Purchaser was an Affiliate of the Securities ActSeller at such time, against if the Purchaser was acting at the request, instruction or direction of the Subsequent Purchaser in connection with such breach or default) or (b) any lossesfees, claimsexpenses, damagescosts, liabilities or expenses other amounts, including brokerage or finder’s fees or commissions, incurred or owed by the Purchaser to which any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the Company, each transactions contemplated by this PSA if the Purchaser was not an Affiliate of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or Seller at common law or otherwise such time (including in settlement of any litigationor, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale was an Affiliate of the Shares Seller at such time, if the Purchaser was acting at the request, instruction or (ii) direction of the inaccuracy of any representation made by such Subsequent Purchaser in this Agreement connection with retaining or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that engaging such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinPersons); provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (i) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Seller Indemnified Party, (ii) for any matter in respect of which any Purchaser shall not Indemnified Party would be entitled to indemnification under Section 7.1 or (iii) to the extent resulting from acts or omissions of the Purchaser based upon the written instructions from any Seller Indemnified Party (unless the Purchaser is otherwise liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered Losses pursuant to the Company terms of this PSA). [*] = Certain confidential information contained in writing a correction before this document, marked by brackets, has been omitted and filed separately with the occurrence Securities and Exchange Commission pursuant to Rule 24b-2 of the transaction from which such loss was incurredSecurities Exchange Act of 1934, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionas amended.

Indemnification by the Purchaser. Each The Purchaser will severally shall: (a) Furnish in writing all information to the Company concerning itself and not jointly indemnify its holdings of securities of the Company as shall be required in connection with the preparation and filing of any Registration Statement covering any Registrable Securities; and (b) Indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the a Registration Statement and Statement, each person, if any, who controls the Company within the meaning of the Securities Act and any underwriter (as defined in the Securities Act) for the Company, against any losses, claims, damages, damages or liabilities or expenses to which the CompanyCompany or any such director, each of its directorsofficer, each of its officers who signed the Registration Statement or controlling person or underwriter may become subject, subject under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made caused by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement) or contained on the effective date thereof, in any Registration Statement under which Registrable Securities were registered under the Securities Act, the Prospectusprospectus contained therein, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for inclusion in any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredforegoing documents, and the Purchaser will shall reimburse the CompanyCompany and any such underwriter, each of its directorsofficer, each of its officers who signed the Registration Statement director or controlling person for any legal and or other expense expenses reasonably incurred by the CompanyCompany or any such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense liability or action.

Indemnification by the Purchaser. Each (a) The Purchaser will severally and not jointly hereby agrees to defend, indemnify and hold the Company and its officers, directors, employees and agents (collectively, the “Company Indemnitees”) harmless from and against any damages, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses) which are actually sustained by the CompanyCompany Indemnitees as a result of or based upon a material breach of any representation, warranty or agreement of the Purchaser in this Stock Purchase Agreement, or by reason of any claim, action or proceeding asserted or arising out of a material breach of any such representation, warranty or agreement. (b) The Purchaser will indemnify the Company and each of its directors, each of its directors and officers who signed the Registration Statement and each person, if any, person who controls the Company within the meaning of the Securities Actagainst all claims, against any losses, claimsexpenses, damages, damages and liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof thereof) insofar as contemplated belowsuch claims, losses, expenses, damages and liabilities (or actions in respect thereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Prospectus Supplement or any amendment or supplement to the Registration Statement thereto or Prospectus, or arise out of or are based upon the on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such person for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission or alleged omission was is made in the Registration Statement, the Prospectus, such Prospectus Supplement or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly specifically for use therein; provided, however, provided that in no event shall any indemnity under this Section 8.3 exceed the net proceeds received by the Purchaser shall not be liable for any from the sales of Shares pursuant to such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionProspectus.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by or on behalf of the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, each Purchaser will severally whose Registrable Securities are registered pursuant to such registration statement will, and not jointly hereby does indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 6.1) each underwriter, each of its directors, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company such underwriter within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the CompanyCorporation, each director of its directorsthe Corporation, each officer of its officers the Corporation and each other Person, if any, who signed controls the Registration Statement or controlling person may become subject, under Corporation within the meaning of the Securities Act, the Exchange Act, or with respect to any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of in or omission or alleged omission from such registration statement, any material fact preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, the Prospectustherein, or any amendment or supplement to the Registration Statement thereto, if such statement or Prospectus, alleged statement or arise out of or are based upon the omission or alleged omission was made in reliance upon and in strict conformity with information furnished to state therein a material fact required the Corporation by the Purchaser expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchaser shall not be liable to be stated therein any Person who participates as an underwriter in the offering or necessary to make sale of Registrable Securities or any other Person, if any, who controls such underwriter within the statements therein not misleadingmeaning of the Securities Act, in each any such case to the extentextent that any such loss, but only claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the extent, that such Person asserting an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, at or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished prior to the Company written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Purchaser expressly for use therein; providedany underwriter, however, that the Purchaser shall not be liable for Corporation or any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurreddirector, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement officer or controlling person for any legal Person and other expense reasonably incurred shall survive the transfer of such securities by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionseller.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly hereby agrees to defend, indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within and its respective Affiliates, officers, trustees, beneficiaries, heirs, personal representatives, successors and assigns (the meaning "COMPANY INDEMNIFIED PARTIES"), harmless from, against and in respect of any and all Losses that the Company may at any time, directly or indirectly, suffer, sustain, incur or become subject to, to the extent arising out of, based upon or resulting from or on account of each or all of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise following: (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (iia) the inaccuracy breach or falsity of any representation or warranty made by such the Purchaser in this Agreement (as amended by any Supplement properly provided), including the documents, instruments and agreements to be executed and/or delivered by the Purchaser pursuant hereto and thereto; or (b) the breach of any covenant or agreement made by the Purchaser in this Agreement, including the documents, instruments and agreements to be executed and/or delivered by the Purchaser pursuant hereto or thereto; or (iiic) any untrue or alleged untrue statement of any material fact contained in the Registration StatementAssumed Liabilities. PROVIDED, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, howeverHOWEVER, that the Purchaser and the Purchaser Parent shall not be liable required to provide such indemnification for a Loss or Losses resulting from (x) breach or falsity of any such untrue representation or alleged untrue statement warranty in this Agreement or omission any Ancillary Document, or alleged omission (y) breach of which the Purchaser has delivered to a covenant of this Agreement or any Ancillary Document, unless and until the Company in writing Indemnified Parties shall have sustained Losses as a correction before the occurrence result of one or more such breaches or falsities of the transaction from Basket Amount (and then only for claims which such loss was incurredin the aggregate when combined with all other claims for Losses result in Losses which exceed the Basket Amount), and except that the Purchaser will reimburse Basket Amount for purposes of this Section 9.2 shall not apply to any claims of, or Loss or Losses incurred by, the Company or the Company Parent arising from, in connection with or incident to (i) the payment of the Purchase Price to the Company, each of its directors(ii) any Taxes, each of its officers who signed the Registration Statement fees or controlling person for any legal and other expense reasonably incurred penalties payable by the CompanyPurchaser or the Purchaser Parent, each (iii) the payment and performance of its directorsany Contract assumed by the Purchaser and/or the Purchaser Parent, each of its officers who signed or (iv) any Assumed Liability or Liability resulting from fraudulent actions or intentional misrepresentations by the Registration Statement Purchaser or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthe Purchaser Parent.

Indemnification by the Purchaser. Each Subject to the limitations and the provisions of this Article XIII, from and after the Closing, the Purchaser will severally and not jointly indemnify shall indemnify, defend and hold harmless the CompanyParent and its Affiliates, each of its and their respective directors, each of its officers who signed the Registration Statement officers, employees, agents, representatives, successors and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Actassigns (collectively, the Exchange Act“Parent Indemnified Parties”), from and against all Damages arising from, relating to or in any other federal way sustained or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon incurred by reason of: (i) the breach of or inaccuracy in any failure on of the part representations or warranties made by the Purchaser, VCVH Intermediate, VCVH Holding II or Purchaser LLC hereunder (either as of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 date of this Agreement respecting the sale or as of the Shares or Closing Date, as though made as of such date, or, in the case of any representations and warranties which are expressly made as of a specific date other than the Closing Date, as though made as of such specific date); (ii) the inaccuracy breach of any representation made covenant or agreement to have been performed hereunder by such the Purchaser, VCVH Intermediate, VCVH Holding II or Purchaser in this Agreement LLC (or, with respect to any covenant or agreement to be performed by a Subject Company after the Closing, any Subject Company); (iii) any untrue the conduct of the Business or alleged untrue statement the operation of any material fact contained in the Registration StatementSubject Companies by the Purchaser, the Prospectus, or any amendment or supplement Subject Companies and their respective Affiliates (including under the Purchaser Replacement Contracts) subsequent to the Registration Statement or ProspectusClosing (excluding, or arise out for the avoidance of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingdoubt, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly Damages for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered Indemnified Parties are entitled to indemnification pursuant to Section 13.1); or (iv) any Taxes for which the Company in writing a correction before Subject Companies (or the occurrence Parent Guarantor or its Affiliates) are liable with respect to any operations or transactions of the transaction from which such loss was incurred, and Subject Companies occurring outside the Purchaser will reimburse ordinary course of business on the Company, each of its directors, each of its officers who signed Closing Date but after the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionClosing.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Common Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Companyeach Seller and its officers, each of its directors, each of its officers who signed the Registration Statement members, employees and agents, successors and assigns, and each personother Person, if any, who controls the Company such Seller within the meaning of the Securities Act, against any and all losses, claims, damagesdamages or liabilities, liabilities joint or expenses several, to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person they may become subject, subject under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon: (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iiiv) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in the any Registration Statement, the any preliminary Prospectus or final Prospectus, or any amendment or supplement to thereof; (w) any blue sky application or other document executed by the Registration Statement Purchaser specifically for that purpose or Prospectus, or arise out of or are based upon written information furnished by the Purchaser filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (x) the omission or alleged omission to state therein in a Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case ; (y) any violation by the Purchaser or its agents of any rule or regulation promulgated under the Securities Act applicable to the extentPurchaser or its agents and relating to action or inaction required of the Purchaser in connection with such registration; or (z) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Purchaser or its agents has affirmatively undertaken or agreed in writing that the Purchaser will undertake such registration or qualification on Seller’s behalf and will reimburse such Seller, but only and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Purchaser will not be liable in any such case if and to the extentextent that any such loss, that such claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was so made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Seller or on behalf of any such Purchaser expressly controlling person in writing specifically for use therein; provided, however, that the Purchaser shall not be liable for any in such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionProspectus.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees and agents, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses Losses (including reasonable costs of defense and investigation and all attorneys fees) to which the Company, each of its directors, officers, employees and agents and each of its officers who signed the Registration Statement or such controlling person may become subject, under the Securities ActAct or otherwise, to the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise extent (including in settlement of any litigation, if and only to the extent) such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses Losses (or actions in respect thereof thereof), as contemplated below) incurred, arise solely out of or are based upon (A) (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged an untrue statement of or omission, included in any material fact contained in the Registration Statement, the Prospectus, Prospectus or Prospectus supplement or any amendment or supplement to the Registration Statement Prospectus or ProspectusProspectus supplement in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Prospectus or Prospectus supplement, or arise out of or are based upon the omission or alleged (ii) an omission to state therein in any Prospectus or Prospectus supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged the untrue statement or omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Registration Statement, Purchaser to the Prospectus, Company for inclusion in the Prospectus or any Prospectus supplement or an amendment or supplement theretoto, or (B) any breach by the Purchaser of any of the representations, warranties or covenants made by the Purchaser in reliance upon and this Agreement. The Purchaser hereby confirms that the proposed plan of distribution as set forth in conformity with Exhibit B hereto shall constitute written information furnished by the Purchaser to the Company for inclusion in the Prospectus or Prospectus supplement or an amendment or supplement to it. The conduct of any Proceeding for which indemnification is available under this Section 6.1(b) shall be governed by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionSection 6.2.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys’ fees) to which the CompanyCompany and each director, each of its directorsofficer and Person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Shelf Registration Statement, the Prospectus, Statement or any prospectus (or any amendment or supplement to the Registration Statement thereto) or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Shelf Registration Statement or any prospectus (or any amendment or supplement thereto) a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Shelf Registration Statement, Statement or the Prospectus, prospectus (or any an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred), and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person Person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling person other Person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liabilitysuit or proceeding. Notwithstanding anything to the contrary contained herein, expense or actionPurchaser shall be liable under this Section 1(b) for only that amount as does not exceed the net proceeds received by such Purchaser as a result of the sale of Conversion Shares pursuant to the Shelf Registration Statement.

Indemnification by the Purchaser. Each The Purchaser will severally will, and not jointly hereby does, indemnify and hold harmless the Companyharmless, each of Deutsche Bank and its directors, each of its officers who signed the Registration Statement officers, partners, agents and Affiliates and each person, if any, other person who controls participates as an underwriter in the Company within the meaning offering or sale of the Securities ActPurchase Price Shares, against any insofar as losses, claims, damages, damages or liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any material fact contained in the Registration StatementStatement under which Purchase Price Shares held by Deutsche Bank were registered under the Securities Act, the Prospectusany preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Purchaser will reimburse Deutsche Bank and each such director, officer, partner, agent or Affiliate and underwriter for any legal or any other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, that the Purchaser shall not be liable in any such case to the extentDeutsche Bank and its directors, but only officers, partners, agents and Affiliates or any underwriter to the extentextent that any such loss, that such claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectusany such preliminary prospectus, or any final prospectus, summary prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Purchaser through an instrument executed by or on behalf of such Purchaser expressly person, as the case may be, specifically stating that it is for use thereinin the preparation thereof; and provided, howeverfurther, that the Purchaser shall not be liable for to any person who participates as an underwriter in the offering or sale of Purchase Price Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person’s failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered at or prior to the Company written confirmation of the sale of Purchase Price Shares to such person if such statement or omission was corrected in such final prospectus so long as such final prospectus, and any amendments or supplements thereto, have been furnished to such underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Deutsche Bank or any such underwriter, director, officer, partner, agent or Affiliate and shall survive the transfer of such securities by Deutsche Bank. The Purchaser shall be entitled to receive indemnification and contribution from or on behalf of underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing a correction before the occurrence of the transaction from which by such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Persons for inclusion in any prospectus or Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionStatement.

Indemnification by the Purchaser. Each The Purchaser will severally agrees to indemnify each Seller, and not jointly indemnify and hold harmless the Company, each of its their respective officers, directors, employees, equity holders, attorneys, agents and Affiliates against, and agrees to hold each of its officers who signed the Registration Statement them harmless from, any and each personall Losses incurred or suffered by a Seller or any Seller's officers, if anydirectors, who controls the Company within the meaning employees, equity holders, attorneys, agents or Affiliates, whether or not resulting from a third party claim, arising out of, relating to or resulting from, without duplication, (1) any breach of a representation or warranty of the Securities ActPurchaser contained in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement, against (2) any lossesbreach of an agreement or covenant made by the Purchaser in this Agreement, (3) any inaccuracy in any certificate or instrument delivered by the Purchaser to any Seller pursuant to this Agreement, (4) any Assumed Liability or any Liability or obligation of Purchaser to any third party arising or to be paid, performed or discharged after the Closing Date, (5) Purchaser's use and operation of the Acquired Assets from and after the Closing Date, including any act or omission of Purchaser or any of Purchaser's officers, directors, employees, agents, or Affiliates relating thereto, (6) any failure of Purchaser or any of its Affiliates to comply with any applicable "bulk sales" or similar Requirement of Law in connection with the consummation of the transactions contemplated by this Agreement, (7) the Purchaser's actions or omissions relating to any Acquired Assets which are accounts and/or receivables which are not Eligible Accounts, or (8) any violation or alleged violation of any federal, state, local or municipal law or regulation with respect to the Acquired Assets or the Assumed Liabilities. Notwithstanding the foregoing, the Sellers and their respective Affiliates will not be entitled to indemnity pursuant to this Section 9.3 (i) in respect of any individual Action or individual claim, fact or occurrence or any series of related Actions, claims, damages, liabilities facts or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise occurrences (including any class action), until Losses in settlement of any litigation, if such settlement is effected with the written consent respect of such Purchaser, which consent shall not be unreasonably withheld) insofar as such lossesindividual or related Actions, claims, damages, liabilities facts or expenses (or actions in respect thereof as contemplated below) arise out of or occurrences are based upon (i) any failure greater on a cumulative basis than the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares Indemnity Deductible or (ii) for any Losses, until the inaccuracy aggregate amount of such Losses incurred or suffered by any representation made by Seller(s) or any of their respective Affiliates exceeds on a cumulative basis the Indemnity Deductible, in which case the Sellers and their respective Affiliates shall be entitled to indemnification for the full amount of such Purchaser Losses in excess of such Indemnity Deductible; provided that in no event will Sellers and their respective Affiliates be entitled to indemnity for Losses pursuant to this Agreement or (iii) any untrue or alleged untrue statement Section 9.3 to the extent that the amount of any material fact contained Losses, in the Registration Statementaggregate, incurred or suffered by the Prospectus, Sellers or any amendment or supplement to of their respective Affiliates exceeds the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionIndemnity Cap.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the CompanySeller and each other holder of Registrable Securities, and each of its their respective officers, employees, affiliates, directors, each of its officers who signed the Registration Statement partners, members, attorneys and agents, and each person, if any, who controls the Company Seller and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Seller Indemnified Party”), from and against any expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities whether joint or expenses to several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the Company, each sale of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, such Registrable Securities was registered under the Securities Act, the Exchange Actany preliminary prospectus, final prospectus or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact summary prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement to the such Registration Statement or ProspectusStatement, or arise arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action or inaction required of the Purchaser in each connection with any such registration; and the Purchaser shall promptly reimburse the Seller Indemnified Party for any reasonable legal and any other reasonable out-of-pocket expenses reasonably incurred by such Seller Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that the Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or alleged allegedly untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectuspreliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Company Purchaser, in writing, by or on behalf of such Purchaser selling holder expressly for use therein; provided, however, that the . The Purchaser also shall not be liable for indemnify any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence Underwriter of the transaction from which such loss was incurredRegistrable Securities, and the Purchaser will reimburse the Companytheir officers, each of its affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person indemnification provided above in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthis Section 7(a).

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, Prospectus or Prospectus Supplement or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other costs or expense reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each (a) The Purchaser will severally agrees, subject to the terms and not jointly indemnify -41- 47 conditions of this Agreement, to indemnity CEC and its subsidiaries and affiliates and their respective directors, officers, employees and agents (each a "CEC Indemnitee") against and hold harmless the Company, each of its directorsthem harmless from all damages, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damagesobligations, liabilities or expenses to which the Companyliabilities, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise costs (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheldreasonable attorneys' fees and expenses) insofar as such losses, claims, damages, liabilities or and expenses (each a "Loss", and collectively the "Losses") in excess of $2,500,000 in the aggregate, suffered, incurred or actions in respect thereof paid by the CEC Indemnitees as contemplated below) arise a result of or arising out of or are based upon (i) any the failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation or warranty made by such the Purchaser in this Agreement or in any of the Ancillary Agreements to be true and correct in all material respects (iiior, in the case of any such representation or warranty which contains a materiality exception therein, the failure of such representation or warranty to be true and correct as written) on and as of the Closing Date (or, with respect to any such representations or warranties which speak as of an earlier date, on and as of such earlier date). Anything in Section 9.01 hereof, or elsewhere in this Agreement, to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser for indemnification pursuant to this Section 9.02 unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date an which the representation or warranty on which such claim or action is based ceases to survive as set forth in such Section 9.01. (b) Notwithstanding the foregoing, the aggregate Losses for which the CEC Indemnitees shall be entitled to indemnification pursuant to this Section 9.02 shall not exceed $32,500,000. (c) Payments by the Purchaser pursuant to this Section 9.02 shall be limited to the amount of any Loss that remains after deducting therefrom (i) any untrue tax benefit to CEC and (ii) any insurance proceeds and any indemnity, contribution or alleged untrue statement other similar payment actually paid to CEC from any third party with respect thereto; provided that the amount of such deductions with respect to any material fact contained particular Loss shall be reduced by the amount at any taxes or other levies imposed upon CEC's receipt of payment from the Purchaser in respect of such Loss. Tax benefits will be considered to be realized by CEC for purposes of this Section 9.02 in the Registration Statementyear in which a payment occurs under this Section 9.02, and the Prospectusamount of the tax benefits shall be determined by assuming CEC is in the maximum applicable foreign, federal, state and local income tax bracket. With respect to any insurance proceeds -42- 48 and any indemnity, contribution or any amendment or supplement other similar payment referred to the Registration Statement or Prospectusin clause (ii) above, or arise out of or are based upon the omission or alleged omission CEC agrees to state therein a material fact required to take such action as may be stated therein or reasonably necessary to make the statements therein not misleadinga claim for, and to diligently seek to collect, such insurance proceeds, indemnity, contribution or other similar payment. (d) Except as set forth in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made this Agreement and in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished Ancillary Agreements to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered is a party, the Purchaser is not making any representation, warranty, covenant or agreement with respect to the Company matters contained herein or contemplated hereby. Anything herein or in writing a correction before any or the occurrence Ancillary Agreements to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of CEC, after the consummation of the transaction from which such loss was incurredpurchase and sale of the Group Stock on the Closing Date as contemplated hereby, and to rescind this Agreement or any of the Purchaser will reimburse Ancillary Agreements or any of the Company, each of its directors, each of its officers who signed the Registration Statement transactions contemplated hereby or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthereby.

Indemnification by the Purchaser. Each The Purchaser will severally covenants and not jointly agrees with the Vendor and the Guarantor to indemnify and hold save harmless the CompanyVendor and the Guarantor, each of its directors, each of its officers who signed the Registration Statement from and each person, if any, who controls the Company within the meaning of the Securities Act, against any lossesclaim, claimsdemand, damagesaction, liabilities cause of action, damage, loss (including loss of profits), costs, liability or expenses to expense (including professional fees and disbursements) which may be made or brought against the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange ActVendor, or any other federal which it may suffer or state statutory law incur, directly or regulationindirectly, in respect of, as a result of, or at common law or otherwise arising out of (including in settlement a) any nonfulfillment of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities covenant or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure agreement on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of under this Agreement respecting the sale or any document or certificate given pursuant to this Agreement; (b) any inaccuracy in or breach of any of the Shares Purchaser's representations or (ii) the inaccuracy of any representation made by such Purchaser warranties contained in this Agreement or any document or certificate given pursuant to this Agreement; (iiic) any untrue or alleged untrue statement liabilities incurred by the Vendor after Closing solely by reason of any material fact contained in Section 135 of the Registration Statement, Nova Scotia Companies Act as a result of the Prospectusfailure by the Corporation to meet its obligations which arise following the Time of Closing out of, or any amendment related to, acts occurring or supplement to the Registration Statement or Prospectustaken, or arise out conditions existing, following the Time of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingClosing, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, provided that the Purchaser shall not be liable for under no obligation to indemnify the Vendor under this subsection (c) where the failure to meet its obligations arises as a result of matters which are indemnifiable under Section 8.1 hereof; (d) any such untrue liability or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered obligation with respect to the Company in writing a correction before Business arising out of or related to acts occurring or taken or conditions existing following the occurrence Time of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionClosing.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each of its officers who signed Seller Indemnified Party the Registration Statement amount of, any and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise all Losses (including in settlement of any litigationattorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, if such settlement is effected with the written consent of such Purchaserwhether or not involving a third party claim, which consent shall not be unreasonably withheld) insofar as such lossesdemand, claimsaction or proceeding, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on breach of any representation, warranty or certification made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale any of the Shares Transaction Documents to which the Purchaser is party or certificates given by the Purchaser in writing pursuant to this Purchase and Sale Agreement, (ii) any breach of or default under any covenant or agreement by the inaccuracy of Purchaser pursuant to any representation made by such Transaction Document to which the Purchaser in this Agreement or is party and (iii) any untrue fees, expenses, costs, liabilities or alleged untrue statement of other amounts incurred or owed by the Purchaser to any material fact contained brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon transactions contemplated by this Purchase and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinSale Agreement; provided, however, that the Purchaser foregoing shall not be liable for exclude any indemnification to any Seller Indemnified Party to the extent resulting from (A) the bad faith, gross negligence or willful misconduct of such untrue Seller Indemnified Party or alleged untrue statement (B) acts or omission or alleged omission omissions of which the Purchaser has delivered based upon the written instructions from any Seller Indemnified Party. Notwithstanding the foregoing, absent the Purchaser’s actual fraud, in no event shall the Purchaser’s indemnification obligations under clause (i) of this Section 7.2 exceed, individually or in the aggregate, an amount equal to the Company in writing a correction before Purchase Price, less all payments received by the occurrence Seller pursuant to Section 5.4(d) prior to and through resolution of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, applicable claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser), which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense expenses as such expenses are reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense claim or action.

Indemnification by the Purchaser. Each (a) The Purchaser will severally and not jointly indemnify and shall hold harmless the Company, and indemnify each of its directorsthe Seller Indemnitees from and against, each and shall compensate and reimburse the Seller Indemnitees for, any Damages that are proximately suffered or incurred by the Seller Indemnitees (regardless of its officers who signed the Registration Statement whether or not such Damages relate to any third-party claim) and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities that arise directly or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement indirectly from or controlling person may become subject, under the Securities Act, the Exchange Actas a direct or indirect result of, or any other federal are directly or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon indirectly connected with: (i) any failure on Breach of any of the part representations or warranties of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration StatementAgreement, the Prospectus, other Transactional Agreements or in any amendment certificate or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company instrument delivered by or on behalf of the Purchaser pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (ii) any Breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser expressly pursuant to this Agreement, the other Transactional Agreements or any certificate or instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; (iii) any claim or Proceeding accruing or arising on or after the Closing Date against any of the Seller Indemnitees by any Person based upon, resulting from or arising out of the employment of the Retained Employees by the Purchaser, excluding any claims based on or arising out of or as a result of acts or omissions of the Seller Parties in connection with the Transaction; (iv) any claim or Proceeding against any of the Seller Indemnitees by any third-party based upon, resulting from or arising out of the Business, operations, properties, Purchased Assets or obligations of Purchaser or any of its Affiliates conducted, or accruing on or after the Closing Date; and (v) the Assumed Liabilities or the Transitional Costs. (b) Subject to Section 4.3(c), and except for use therein; providedthe obligations specified in Section 4.3(a)(iii) and Section 4.3(a)(iv), however, that the Purchaser shall not be liable required to make any indemnification payment pursuant to Section 4.3(a) for any such untrue or alleged untrue statement or omission or alleged omission Breach of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each any of its directors, each representations and warranties until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its officers who signed the Registration Statement representations or controlling person for any legal and other expense reasonably warranties) that have been directly or indirectly suffered or incurred by the CompanySeller Indemnitees, each or to which the Seller Indemnitees have otherwise become subject, exceeds $50,000 in the aggregate. If the total amount of such Damages exceeds $25,000 in the aggregate, the Seller Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the amount of such Damages in excess of $25,000. (c) Notwithstanding the foregoing, or any other clause in this Agreement, the Purchaser’s maximum liability under this Agreement for indemnification or otherwise will be an amount equal to the Purchase Price. (d) Each Seller Indemnitee claiming indemnification under this Section 4.3 shall take, and cause its directorsAffiliates to take, each all reasonable steps to mitigate any claim for indemnification hereunder upon becoming aware of its officers who signed any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Registration Statement minimum extent necessary to remedy the breach that gives rise to such claim for indemnification hereunder (which costs shall be subject to recovery as additional indemnified Damages of the Seller Indemnitee). (e) The amount of any Damages for which indemnification is provided by Purchaser shall be net of any amounts actually recovered by the Seller Indemnitees under insurance policies, indemnification agreements with any third parties or controlling person other sources of reimbursement in effect and applicable to such Damages (together, “Collateral Sources”). If the Seller Indemnitee receives an amount from any Collateral Source subsequent to any indemnification provided by the Purchaser, the Seller Indemnitee shall promptly reimburse the Purchaser for any payment made or expense incurred by the Seller Parties in connection with investigating, defending, settling, compromising or paying providing such indemnification up to such amount received by the Seller Indemnitee. The Seller Indemnitees shall use their Best Efforts to pursue and collect on any such loss, claim, damage, liability, expense or actionrecovery available under any insurance policies.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall defend, protect, indemnify and hold harmless the Company, each Company and all of its officers, directors, each of its officers who signed the Registration Statement employees, members and each person, if any, who controls the Company within the meaning direct or indirect investors and any of the Securities Actforegoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, liabilities or and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the Company“Company Indemnified Liabilities”), each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Actincurred by any Company Indemnitee as a result of, or any other federal or state statutory law or regulationarising out of, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon relating to this Agreement (i) any failure on misrepresentation or breach of any representation or warranty made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 Section 2.2 of this Agreement respecting the sale of the Shares or Agreement, (ii) the inaccuracy any breach of any representation made by such covenant, agreement or obligation of the Purchaser contained in this Agreement the Transaction Documents or any other certificate or document contemplated hereby or thereby, or (iii) the enforcement of this Section. Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any untrue or alleged untrue statement liability of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise Company Indemnitee arising solely out of such Company Indemnitee’s willful misconduct or are based upon fraudulent action(s). To the omission or alleged omission to state therein a material fact required to extent that the foregoing undertaking by the Purchaser may be stated therein or necessary to make the statements therein not misleadingunenforceable for any reason, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which make the Purchaser has delivered maximum contribution to the Company in writing a correction before the occurrence payment and satisfaction of each of the transaction from Company Indemnified Liabilities which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionis permissible under applicable law.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make make 16. the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys’ fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any prospectus (or any amendment or supplement to the Registration Statement it) or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any prospectus (or any amendment or supplement to it) a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, Statement or the Prospectus, prospectus (or any an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred), and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each (a) The Purchaser will severally hereby agrees that from and not jointly indemnify after the Closing it shall indemnify, defend and hold harmless the CompanySeller, its Affiliates, and their respective directors, officers, stockholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Parties”) from, against and in respect of its directorsany Losses imposed on, each of its officers who signed the Registration Statement and each personsustained, if anyincurred or suffered by, who controls the Company within the meaning or asserted against, any of the Securities ActSeller Indemnified Parties, against any losses, whether in respect of third party claims, damages, liabilities or expenses to which claims between the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Actparties hereto, or any other federal otherwise, directly or state statutory law or regulationindirectly relating to, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon resulting from, (i) any failure on breach of any representation or warranty made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 this Agreement, any Ancillary Agreement or 7.2 of any document delivered pursuant to this Agreement respecting for the sale of the Shares period such representation or warranty survives, (ii) any failure to timely discharge or fulfill any of the inaccuracy of any representation made by such Purchaser in this Agreement or Assumed Liabilities, (iii) any untrue failure of the Transferred Subsidiary to timely discharge or alleged untrue statement fulfill any Transferred Subsidiary Closing Liabilities to the extent such Liabilities are accrued on the Transferred Subsidiary Closing Balance Sheet, and (iv) any breach of any material fact a covenant or agreement of the Purchaser contained in this Agreement, any Ancillary Agreement or any document delivered pursuant to this Agreement. (b) Notwithstanding anything to the Registration Statementcontrary contained in this Agreement, the Prospectusexcept with respect to claims based on (x) fraud, or (y) willful breach of a covenant or breach of a post-closing covenant or (z) indemnification pursuant to Section 8.3(a)(ii) or (iii), no indemnification payment by the Purchaser with respect to any amendment indemnifiable Losses otherwise payable under Section 8.3(a) shall be payable until such time as all such indemnifiable Losses made or supplement paid under Section 8.3(a) shall aggregate to the Registration Statement or Prospectusmore than $375,000, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that after which time the Purchaser shall not be liable in full for any all indemnifiable Losses exceeding such untrue or alleged untrue statement or omission or alleged omission of which amount. In addition, no indemnification payment by the Purchaser has delivered with respect to any indemnifiable Losses otherwise payable under Section 8.3(a)(i) or any other Transactional Agreement shall be payable in respect of any indemnification claim or series of indemnification claims arising from the Company same or similar underlying event or circumstance unless such claim is for Losses in writing a correction before the occurrence an amount of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionat least $10,000.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and each person, if any, person who controls the Company within the meaning of the Securities ActAct (the "Company Indemnified Party"), against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement Company or controlling person such Company Indemnified Party may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such the Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling person Company Indemnified Party for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling person Company Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each (a) The Purchaser will severally -------------------------------- agrees, subject to the other terms and not jointly conditions of this Agreement, to indemnify the Seller and its Affiliates, officers, directors, employees, agents, representatives, successors and assigns (each a "Seller Indemnified Party") ------------------------ against and hold them harmless the Companyfrom all Liabilities, each of its directorsobligations, each of its officers who signed the Registration Statement and each personjudgments, if anypenalties, who controls the Company within the meaning of the Securities Actfines, against any losses, damages, claims, damages, liabilities or costs and expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigationreasonable attorney's, if such settlement is effected with the written consent of such Purchaserconsultants' and experts' fees) (collectively, which consent shall not be unreasonably withheld"Losses") insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise ------ actually incurred by them arising out of or are based upon relating to (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy breach of any representation made by such or warranty of the Purchaser in this Agreement herein or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; Ancillary Agreements (provided, however, that if any portion of -------- ------- any representation or warranty is qualified by "materiality" or similar qualifiers, for purposes of determining whether such representation or warranty has been breached for purposes of this Section 9.02(a)(i), such portion of such representation or warranty shall be read as is if not so qualified),(ii) the breach of any covenant or agreement of the Purchaser herein (other than Article VII, it being understood that the sole remedy for breach thereof shall not be liable pursuant to Article VII) or in the Ancillary Agreements, (iii) all claims by third parties that arise out of, or relate to, the use, after the Closing Date, by the Purchaser or any of its Affiliates or the Subsidiaries of any Retained Name or ▇▇▇▇ and (iv) the conduct of the Electrophysiology Business following the Closing (except for any such untrue Losses arising out of or alleged untrue statement in any way related solely to any breach of any covenant, agreement, representation or omission warranty by the Seller herein or alleged omission of for which the Purchaser has delivered Seller is required to provide indemnification pursuant to Section 9.03, 5.18, 5.19 or 5.20). Notwithstanding anything in Article IX to the Company in writing a correction before contrary, the occurrence sole remedy for breach of the transaction from representations, warranties, covenants and agreements arising under Article VII shall be pursuant to Article VII. Notwithstanding anything in Article IX to the contrary, no claim may be asserted nor may any action be commenced against the Purchaser pursuant to Section 9.02(a)(i), unless written notice of such claim or action is received by the Purchaser describing in reasonable detail, in light of the information available to the Seller, the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such loss was incurredclaim or action is based ceases to survive as set forth in Section 9.01. Notwithstanding anything to the contrary in this Agreement, no claim may be made against the Purchaser for indemnification pursuant to Section 9.02(a)(i) with respect to any individual item of Loss or items of Losses arising out of substantially similar facts and circumstances, unless such item or items of Losses exceed $100,000, and no claim may be made against the Purchaser pursuant to Section 9.02(a)(i) unless the aggregate of all Losses to the Seller Indemnified Parties shall exceed $8 million, and the Purchaser will reimburse shall then be required to pay or be liable for the Company, each entire amount of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such lossLosses. Notwithstanding anything to the contrary in this Agreement, claimno Seller Indemnified Party shall be indemnified pursuant to Section 9.02(a)(i), damageif and to the extent that the aggregate of all Losses of the Seller Indemnified Parties for which the Seller Indemnified Parties shall have received indemnification pursuant to Section 9.02(a)(i), liability, expense or actionshall have exceeded an amount equal to 30% of the Base Purchase Price.

Indemnification by the Purchaser. Each The Purchaser will agrees, severally and but not jointly jointly, to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees, stockholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, ) against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise and expense (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheldreasonable attorney fees) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) resulting from any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in any information furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement, the Prospectus, Statement or any Prospectus or amendment or supplement thereto, . In no event shall the liability of the Purchaser be greater in reliance upon amount than the dollar amount of the proceeds (net of all expense paid by the Purchaser in connection with any claim relating to this Section 2.6 and in conformity with written information furnished the amount of any damages the Purchaser has otherwise been required to the Company pay by or on behalf reason of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which omission) received by the Purchaser has delivered to upon the Company in writing a correction before the occurrence sale of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed Registrable Securities included in the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any giving rise to such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; providedPROVIDED, howeverHOWEVER, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each The Standby Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, its Affiliates, and each of its their respective officers, directors, each of its officers who signed the Registration Statement managers, partners, members, agents, representatives, successors, assigns and employees and each personother Person, if any, who controls the Company (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, collectively, as the “Company Indemnified Persons”), against any losses, claims, damages, liabilities or expenses Losses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person any Company Indemnified Person may become subject, under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (iX) any breach of a representation or warranty or breach of or failure to perform any covenant or agreement on the part of such the Standby Purchaser contained in this Agreement, (Y) any failure to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting with respect to the sale of the New Shares purchased pursuant to the Standby Purchase Commitment or (iiZ) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any an untrue statement or alleged untrue statement of any material fact contained in the Registration StatementProspectus Supplement, the Resale Prospectus, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in the forms first filed with the Commission pursuant to Rule 424(b) of the Securities Act, or any amendment or supplement thereto, in each case to the extent, but only to the extent, that such untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in the Registration StatementProspectus Supplement, the Resale Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Standby Purchaser or on behalf of such Purchaser its Affiliates expressly for use thereintherein pursuant to Section 7(a)(i) hereof; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Standby Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company Indemnified Person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company Indemnified Person in connection with investigating, defending, settling, compromising or paying any such lossLosses; provided, claimhowever, damagethat the Standby Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company to perform any covenant and agreement contained in this Agreement, liability, expense (ii) the inaccuracy of any representation or actionwarranty made by the Company in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Purchased Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; providedPROVIDED, howeverHOWEVER, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each (a) The Purchaser will severally and not jointly indemnify agrees to indemnify, defend and hold harmless the CompanySeller, its members, shareholders and affiliates and each of its directorsthe Seller's and their respective Representatives (each, each of its officers who signed the Registration Statement an "Indemnified Seller Party") from and each person, if any, who controls the Company within the meaning of the Securities Act, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damagescosts, liabilities attorneys' fees (not to exceed $500,000 in the aggregate), expenses, contributions and disbursements of any kind, including amounts paid in settlement ("Losses"), joint or expenses to which the Companyseveral, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory whether in law or regulationequity and whether sounding in contract or tort, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses Losses (or actions in respect thereof thereof) are incurred by, asserted or awarded against or imposed upon any Indemnified Seller Party as contemplated below) arise out a result of or are based upon in connection with or relating to any investigation, litigation or proceeding brought by any Person (i) any failure on other than an Indemnified Seller Party), or the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy preparation of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingdefense with respect thereto, in each case arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby, whether or not the transactions contemplated hereby are consummated, except to the extentextent the Indemnified Seller Party is an Indemnifying Party pursuant to Section 9.2 hereof or such Losses are found in a final non-appealable judgment by a Court of competent jurisdiction to have resulted from such Indemnified Seller Party's gross negligence or willful misconduct. In no event will any Indemnified Seller Party be entitled to indemnification hereunder with respect to any actions taken by any Indemnified Seller Party in connection with the purchase of the Notes by any Indemnified Seller Party. No Indemnified Seller Party shall be entitled to any recovery from the Purchaser in accordance with the provisions of this Section 9.1 unless and until the amount of such Losses suffered, but sustained, or incurred by the Indemnified Seller Parties shall exceed one million dollars ($1,000,000.00) in the aggregate (the "Basket Amount"), and then only with respect to the extentexcess over the Basket Amount. (b) Promptly after receipt by an Indemnified Seller Party of notice of the commencement of any action or proceeding (including any governmental action), such Indemnified Seller Party will, if a claim in respect thereof is to be made against the Purchaser under this Section 9.1, deliver to the Purchaser a written notice of the commencement thereof provided, that no failure to give or delay in giving such untrue statement notice shall relieve the Purchaser from any of its indemnification obligations hereunder except to the extent such obligations could have been reduced or alleged untrue statement or omission or alleged omission was made avoided in the Registration Statementabsence of such failure or delay. The Purchaser shall have the right to participate in, the Prospectusand, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of extent the Purchaser so desires, to assume the defense with respect to any such Purchaser expressly for use thereinclaim with counsel mutually satisfactory to the Parties; provided, however, that an Indemnified Seller Party (together with all other Indemnified Seller Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the Purchaser, if representation of such Indemnified Seller Party by the counsel retained by the Purchaser would be inappropriate due to actual or potential differing interests between such Indemnified Seller Party and any other party represented by such counsel in such proceeding. (c) If the indemnification provided for in this Section 9.1 is held by a court of competent jurisdiction to be unavailable to an Indemnified Seller Party with respect to any Losses, then the Purchaser, in lieu of indemnifying such Indemnified Seller Party hereunder, shall not be liable for any contribute to the amount paid or payable by such untrue or alleged untrue statement or omission or alleged omission Indemnified Seller Party as a result of which such Losses in such proportion as is appropriate to reflect the relative fault of the Purchaser has delivered to on the Company in writing a correction before the occurrence one hand and of the transaction from which such loss was incurred, and Indemnified Seller Party on the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising the actions or paying omissions that resulted in such Losses as well as any such loss, claim, damage, liability, expense or actionother relevant equitable considerations.]

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on of the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of perform its obligations under this Agreement respecting the sale of the Shares or Agreement; (ii) the inaccuracy of any representation made by such the Purchaser in this Agreement Agreement; or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Notwithstanding the provisions of this Section 7.3, the Purchaser shall not be liable for any indemnification obligation under this Agreement in excess of $5,625,000.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), and the directors, officers, agents or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent employees of such Purchasercontrolling Persons, which consent shall not be unreasonably withheld) insofar and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as such lossesincurred, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on the part of such Purchaser relating to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, as supplemented or any amendment or supplement to the Registration Statement or Prospectusamended, if applicable, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that (i) such untrue statement or alleged untrue statement omission is contained in or omission omitted from any information so furnished in writing by the Holder or alleged omission the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus, and (ii) such information was made reasonably relied upon by the Company for use in the Registration Statement, the Prospectussuch Prospectus or such form of prospectus or, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities, was reviewed and expressly approved in writing by or on behalf of such Purchaser the Holder expressly for use therein; providedin the Registration Statement, howeversuch Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, that the Purchaser Holder shall not be liable under this Section 6(b) for any such untrue or alleged untrue statement or omission or alleged omission of which only that amount as does not exceed the Purchaser has delivered net proceeds to the Company in writing Holder as a correction before the occurrence result of the transaction from which sale of Registrable Securities pursuant to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionStatement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Seller, the Companyofficers, directors, partners, members, agents, and employees of each of them, each of its directors, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company any such Seller (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities Act or expenses to which the Company, each Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act) and the officers, or directors, partners, members, agents, investment advisors and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any other federal or state statutory law or regulationand all Losses, or at common law or otherwise (including in settlement of any litigationas incurred, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on the part of such Purchaser relating to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, any Prospectus or any form of prospectus or in any amendment or supplement to the Registration Statement thereto or in any preliminary Prospectus, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case except to the extent, but only to the extent, that (i) such untrue statement statements, alleged untrue statements, omissions or alleged untrue statement omissions are based solely upon information regarding such Seller furnished in writing to the Purchaser by such Seller expressly for use therein, or omission to the extent that such information relates to such Seller or alleged omission such Seller’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in writing by such Seller expressly for use in the Registration Statement, the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 8.2(c)(v)-(vii), the use by such Seller of an outdated or defective Prospectus after the Purchaser has notified such Seller in reliance upon writing that the Prospectus is outdated or defective and in conformity with written information furnished prior to the Company receipt by or on behalf such Seller of such Purchaser expressly for use therein; provided, however, that the Advice contemplated in Section 8.5. The Purchaser shall not be liable for notify the Sellers promptly of the institution, threat or assertion of any such untrue or alleged untrue statement or omission or alleged omission Proceeding of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person is aware in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthe transactions contemplated by this Agreement.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each (a) From and after the Closing (but subject to the provisions of this Article XII), the Purchaser will severally shall indemnify the Sellers and not jointly indemnify any of their Affiliates and each of the Sellers’ and their Affiliates’ respective officers, directors, control persons, employees, equityholders, representatives, permitted assigns and successors (individually, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”) and hold them harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to Losses which the CompanySeller Indemnified Parties may suffer or incur in connection with, each of its directors, each of its officers who signed the Registration Statement resulting from or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon of: (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 nonfulfillment or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy breach of any representation made covenant or agreement set forth herein by such the Purchaser or in this Agreement any Exhibit, Schedule or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company certificate delivered by or on behalf of such the Purchaser expressly hereunder; and (ii) any misrepresentation, breach or inaccuracy of any representation or warranty of the Purchaser set forth herein or in any Exhibit, Schedule or certificate delivered by or on behalf of the Purchaser hereunder. Any indemnification pursuant to this Section 12.03 shall be delivered to the Representative by wire transfer of immediately available funds to the Representative’s account within five (5) days after the final determination thereof. (b) Notwithstanding the foregoing Section 12.03(a), except for use therein; provided(x) Fraud or (y) claims arising from a breach of a Fundamental Rep, howeverno claims by the Sellers under clause (ii) of Section 12.03(a) shall be so asserted unless and until the aggregate amount of Losses that would otherwise be payable hereunder exceeds on a cumulative basis an amount equal to the Basket, that and then the Purchaser shall be obligated to indemnify the Seller Indemnified Parties with respect to the aggregate amount of all Losses in excess of the Basket. (c) Except for in respect of claims of (x) Fraud, (y) claims arising from a breach of a Fundamental Rep and (z) claims arising under Section 12.03(a)(ii) that relate to or arise from any breach or nonfulfillment of the Purchaser’s covenants and agreements, including, for the avoidance of doubt, to indemnify, pay, reimburse or deliver funds to any Seller (or the Representative) under Section 1.03, Section 7.07 or Section 7.11, the aggregate indemnification obligations of the Purchaser under Section 12.03(a) shall be limited an amount equal to the sum of (i) the Indemnification Holdback Amount and (ii) the aggregate amount of Earnout Payments. (d) The Seller Indemnified Parties shall not be liable for entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionone Loss.

Indemnification by the Purchaser. Each Purchaser will Purchaser, severally and not jointly in accordance with the Purchasers’ respective Allocation Percentages, agrees to indemnify and hold harmless the Company, each of its the Seller Parties and their respective Affiliates and any or all of their respective partners, directors, each of its officers who signed officers, managers, members, employees, agents and controlling Persons (each, a “Seller Indemnified Party” and together with the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities ActPurchaser Indemnified Parties, the Exchange Act“Indemnified Parties” and any such Person from whom indemnification is sought pursuant to and in accordance with this ARTICLE VII, the “Indemnifying Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against or any other federal incurred or state statutory law suffered by such Seller Indemnified Party, whether or regulationnot involving a Third Party Claim, or at common law or otherwise arising out of: (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (ia) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy breach of any representation or warranty made by such Purchaser in ARTICLE III of this Agreement or Agreement; (iiib) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out breach of or are based upon the omission default under any covenant or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf agreement of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for in any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered Transaction Document to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredPurchaser is a party; or (c) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by such Purchaser to any brokers, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement financial advisors or controlling person for any legal and comparable other expense reasonably incurred Persons retained or employed by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person it in connection with investigating, defending, settling, compromising the transactions contemplated by this Agreement. No Purchaser shall have any liability to the Seller Indemnified Parties for any other Purchaser’s breach of any representation or paying warranty or breach or default under any covenant or agreement. Any amounts due to any Seller Indemnified Party hereunder shall be payable by the applicable Purchaser to such loss, claim, damage, liability, expense or actionSeller Indemnified Party upon demand.

Indemnification by the Purchaser. Each (a) After the Closing, and subject to Section 6.1 the Purchaser will severally and not jointly indemnify shall indemnify, defend and hold harmless to the Companyfullest extent permitted by law the Company and its Affiliates, each of its their respective successors and assigns, and their respective officers, directors, each of its officers who signed the Registration Statement shareholders, partners, managers, members, employees, attorneys, and agents as applicable, and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act) (each a “Company Indemnified Party”), against, and reimburse each such Company Indemnified Party for, all Losses that the Company Indemnified Parties may at any time suffer or incur, or any other federal or state statutory law or regulationbecome subject to, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out a result of or are based upon in connection with (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii1) the inaccuracy or breach of any representation or warranty made by such the Purchaser in this Agreement or any certificate delivered pursuant hereto or (iii2) any untrue breach or alleged untrue statement failure by the Purchaser to perform any of any material fact its covenants or agreements contained in the Registration Statement, the Prospectus, this Agreement or any amendment or supplement to the Registration Statement or ProspectusTransaction Document. (b) Notwithstanding anything contained in Section 4.8(a), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable required to indemnify, defend or hold harmless any of the Company Indemnified Parties against, or reimburse any of the Company Indemnified Parties for any Losses pursuant to this Section 4.8 (other than Losses arising out of the inaccuracy or breach of any Purchaser Specified Representations, which shall not be subject to the limitations contained herein) (i) with respect to any claim (or series of claims arising from the same or similar underlying facts, events or circumstances) unless such untrue claim (or alleged untrue statement series of claims arising from the same or omission similar underlying facts, events or alleged omission circumstances) involves Losses in excess of the Deductible (nor shall any such claim or series of claims that do not meet the Deductible be applied to or considered for purposes of calculating the aggregate amount of the Losses by any of the Company Indemnified Parties for which the Purchaser has delivered responsibility under clause (ii) of this Section 4.8(b)); and (ii) until the aggregate amount of the Company Indemnified Parties’ Losses for which the Company Indemnified Parties are finally determined to be otherwise entitled to indemnification under this Section 4.8 exceeds the Deductible, after which the Purchaser shall be obligated for all of the Company Indemnified Parties’ Losses for which the Company Indemnified Parties are finally determined to be otherwise entitled to indemnification under this Section 4.8 that are in excess of such Deductible. Notwithstanding anything to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredcontrary contained herein, and the Purchaser will shall not be required to indemnify, defend or hold harmless the Company Indemnified Parties against, or reimburse the CompanyCompany Indemnified Parties for, each of its directors, each of its officers who signed any Losses pursuant to Section 4.8 in a cumulative aggregate amount exceeding the Registration Statement or controlling person for any legal and other expense reasonably incurred aggregate Purchase Price paid by the Purchaser to the Company. (c) For purposes of this Section 4.8, each in determining whether there has been a breach of its directorsa representation or warranty, each of its officers who signed the Registration Statement parties hereto shall ignore any “materiality” or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action“Material Adverse Effect” qualifications.

Indemnification by the Purchaser. Each The Purchaser will severally covenants and not jointly agrees with the Vendors to indemnify and hold save harmless the CompanyVendors and their affiliates and the officers, each of its employees, directors, each agents or representatives of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning any of the Securities Actforegoing, from and against any losses, claims, damages, liabilities or expenses to which Claims brought against the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange ActVendors, or any other federal one or state statutory law or regulationmore of them, or at common law which they or otherwise (including in settlement one or more of any litigationthem may suffer or incur, if such settlement is effected with the written consent of such Purchaserdirectly or indirectly, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof of, as contemplated belowa result of, or arising out of: (a) arise out of or are based upon (i) any failure the nonfulfillment on the part of such the Purchaser to comply with of the post-closing covenants and agreements contained set out in Sections 5.2 Section 9.5; (b) any nonfulfillment of any covenant or 7.2 agreement on the part of the Purchaser under this Agreement respecting the sale or any document or certificate given pursuant to this Agreement other than under Sections 5.5 and 9.5; (c) Purchaser’s, its affiliates’ or any of the Shares Entities’ activities in connection with the distribution and/or exploitation of the Library or any Titles following the Closing Date, including, without limitation, any breach or default under a Rights Agreement or License Agreement and, in addition, as contemplated by Section 9.12 with respect to Claims listed on Schedule 4.22 and other Claims the liability for which was transferred under the terms of the Asset Transfer Agreements; (iid) any breach of the inaccuracy representations and warranties set out in Section 5.5; or (e) any breach of any representation made by such Purchaser of the Purchaser’s other representations or warranties contained in this Agreement or (iii) any untrue document or alleged untrue statement certificate given pursuant to this Agreement, which has at the time of any material fact contained in the Registration StatementClaim survived the Closing hereof, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that with respect to any Claims arising out of the matters set forth in subsections (b) or (e) above, the Purchaser shall not be liable for any obligated to indemnify the Vendors unless and until the aggregate amount of such untrue or alleged untrue statement or omission or alleged omission of which Claims is equal to at least $100,000, provided further that Purchaser shall not be obligated to indemnify the Purchaser has delivered Vendors with respect to the Company in writing a correction before the occurrence first $50,000 of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionClaims.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall defend, protect, indemnify and hold harmless the Company, each of its the Company and Finance Co. and all of their partners, officers, directors, each of its officers who signed the Registration Statement employees, members and each person, if any, who controls the Company within the meaning direct or indirect investors and any of the Securities Actforegoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, liabilities or and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the Company“Company Indemnified Liabilities”), each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Actincurred by any Indemnitee as a result of, or any other federal or state statutory law or regulationarising out of, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon relating to this Agreement (i) any failure on misrepresentation or breach of any representation or warranty made by the part of such Purchaser to comply with the covenants in Section 2.2 (except for clauses (d) and agreements contained in Sections 5.2 or 7.2 (f) thereof) of this Agreement respecting the sale of the Shares or Agreement, (ii) the inaccuracy any breach of any representation made by such covenant, agreement or obligation of the Purchaser contained in this Agreement the Transaction Documents, the Consent or any other certificate or document contemplated hereby or thereby, or (iii) the enforcement of this Section.. Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any untrue or alleged untrue statement liability of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise Indemnitee arising solely out of such Company Indemnitee’s willful misconduct or are based upon fraudulent action(s). To the omission or alleged omission to state therein a material fact required to extent that the foregoing undertaking by the Purchaser may be stated therein or necessary to make the statements therein not misleadingunenforceable for any reason, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which make the Purchaser has delivered maximum contribution to the Company in writing a correction before the occurrence payment and satisfaction of each of the transaction from Company Indemnified Liabilities which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionis permissible under applicable law.