Common use of Indemnification of Shareholder Clause in Contracts

Indemnification of Shareholder. To the extent permitted by law, RPM will indemnify and hold harmless Shareholder, and each person, if any, who controls Shareholder within the meaning of the Act or the Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages, expenses (including reasonable costs of investigation) or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any untrue or alleged untrue statement of any material fact contained in such registration statement, including any Prospectus contained therein or any amendments or supplements thereto, 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, or arise out of any violation by RPM of any rule or regulation promulgated under the Act applicable to RPM and relating to action or inaction required by RPM in connection with any such registration; and will reimburse Shareholder or 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 indemnity agreement contained in this Section 2.5.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of RPM (which consent shall not be unreasonably withheld) nor shall RPM be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with such registration statement, any Prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Shareholder or controlling person. It is expressly understood among the parties to this Securities Agreement that in no event shall RPM be obligated to agree to indemnify or indemnify, in any respect, any underwriter, broker, dealer or other entity or person effecting the sale, purchasing or otherwise distributing any of the Registrable RPM Shares.

Indemnification of Shareholder. To the extent permitted By execution ------------------------------ of this Agreement, Unified hereby acknowledges that Shareholder shall be entitled to full indemnification by law, RPM will indemnify and hold harmless Shareholder, and each person, if any, who controls Shareholder within the meaning Unified of the Act following: (a) any and all loss, liability or the Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages, expenses damage (including reasonable costs of investigationjudgments and settlement payments) or liabilitiesincurred by Shareholder incident to, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any untrue or alleged untrue statement of any material fact contained in such registration statement, including any Prospectus contained therein or any amendments or supplements thereto, 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, or arise out of any violation by RPM of any rule or regulation promulgated under the Act applicable to RPM and relating to action or inaction required by RPM arising in connection with or resulting from any such registration; and will reimburse Shareholder misrepresentation, breach, nonperformance or controlling person for inaccuracy of any legal representation, warranty or other expenses reasonably incurred covenant by them in connection with investigating Unified made or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.5.1 shall Agreement or in any Exhibit, Schedule, certificate or other document executed and delivered to Shareholder by Unified; and (b) any and all costs, expenses and all other actual damages incurred in claiming, contesting or remedying any breach, misrepresentation, nonperformance or inaccuracy described above, or in enforcing its rights to indemnification hereunder, including, by way of illustration and not apply to amounts paid limitation, all legal and accounting fees, other professional expenses and all filing fees and collection costs incident thereto and all such fees, costs and expenses incurred in settlement of any such defending claims which, if successfully prosecuted, would have resulted in loss, claimliability, damagecost, liability expense or other damages. In case a claim shall be made or any action if such settlement is effected without shall be brought in respect of which recovery through indemnity will lie against Unified pursuant to any provision of this Agreement, Shareholder shall promptly notify Unified in writing, and Unified shall promptly assume the defense thereof, including with the consent of RPM (Shareholder, which consent shall not be unreasonably withheld) nor , the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Shareholder shall RPM be liable have the right to employ separate counsel with respect to any such claim or in any such case action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of Shareholder unless the employment of such counsel has been specifically authorized in writing by Unified or there is a conflict of interest that would prevent counsel for Unified from adequately representing both Seller and Unified, on the one hand, and Shareholder, on the other hand. Unified shall not be liable for any settlement of any such lossaction effected without its written consent, claimbut if settled with the written consent of Unified or if there be a final judgment for the plaintiff in any such action for which Unified is required hereunder to assume the defense, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with such registration statement, any Prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Shareholder or controlling person. It is expressly understood among the parties to this Securities Agreement that in no event shall RPM be obligated to agree Unified agrees to indemnify and hold harmless Shareholder from and against any loss or indemnify, in any respect, any underwriter, broker, dealer liability by reason of such settlement or other entity or person effecting the sale, purchasing or otherwise distributing any of the Registrable RPM Sharesjudgment.