Common use of Company Indemnity Clause in Contracts

Company Indemnity. The Company hereby agrees to indemnify and hold harmless Purchaser and its directors, officers, controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Person (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or arise out of any material breach of any representa- tion, warranty, covenant or agreement of the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses (including reasonable attorneys' fees and disbursements) as they shall be incurred, in connection with investigating, preparing for, or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall have been caused by or related to or arise out of such breach, whether or not such Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceeding.

Company Indemnity. The Company hereby agrees to indemnify will indemnify, hold harmless, and hold harmless Purchaser defend the Foundation and its co-chairs, trustees, directors, officers, controlling persons employees, and representatives other than Foundation sublicensees (within collectively, the meaning of Section 15 of the 1933 Act or Section 20(a“Foundation Indemnitees”) of the 1934 Act), agents and employees from and against any and all claimsjudgments, settlements, damages, penalties, losses, liabilities, losses, damages and expenses incurred by such Indemnified Person costs (including reasonable attorneys' ’ fees and disbursementscosts) which shall be as a result of third-party causes of action, claims, suits, or legal proceedings (each a “Claim”) finally awarded to such third-party by a court of competent jurisdiction against any of the Foundation Indemnitees or agreed to as part of a monetary settlement of the Claim and arising out of or relating to: (a) bodily injury, death, or property damage caused by the activities or related omissions of the Company, including any development, product launch, or commercialization activities carried out by the Company (including any failure to comply with applicable laws, regulations or arise out of rules in connection therewith), or by any material breach of any representa- tion, warranty, covenant Company product (other than to the extent such Claims were caused by commercialization or agreement other activities conducted by a Foundation sublicensee without the involvement of the Company con- tained or any of its Affiliates); or (b) any Claim that the Platform Technology, any Funded Development or any Company product (other than to the extent such Claims were caused by commercialization or other activities conducted by a Foundation sublicensee without the involvement of the Company or any of its Affiliates) infringes upon a patent, proprietary, or other intellectual property right of a third-party. The Foundation will give the Company prompt written notice of any Claim subject to indemnification pursuant to this Section 14(a); provided that the Foundation’s failure to promptly notify the Company will not affect the Company’s indemnification obligations except to the extent that the Foundation’s delay prejudices the Company’s ability to defend the Claim. The Company will have sole control over the defense and settlement of each and every Claim subject to indemnification pursuant to this Section 14(a), with counsel of its own choosing which is reasonably acceptable to the Foundation; provided that the Company conducts the defense actively and diligently at the sole cost and expense of the Company and provided further that the Company will not enter into any settlement that adversely affects, in this Agreementany material respect, and shall reimburse any Foundation Indemnitee without the applicable Foundation Indemnitee’s prior written consent, such Indem- nified Person for all costs and expenses (including consent not to be unreasonably withheld, conditioned or delayed. The Foundation will provide the Company, upon request, with reasonable attorneys' fees and disbursements) as they shall be incurred, cooperation in connection with investigatingthe defense and settlement of the Claim. Subject to the Company’s rights above to control the defense and settlement of Claims, preparing forthe Foundation and any Foundation Indemnitee may, or defending at its own expense, employ separate counsel to monitor and participate in the defense of any actionClaim under this Section 14(a). For the avoidance of doubt, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which the Company shall have been caused by no liability to the Foundation or related any obligation to or arise out of such breach, whether or not such Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant indemnify the Foundation pursuant to this Section 6.2 or otherwise which shall be finally judicially determined 14(a) to have resulted primarily from an Indemnified Person's bad faiththe extent such claim arises out of the Foundation’s fraud, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedingwillful misconduct.

Company Indemnity. The Following entry by the Bankruptcy Court of the Backstop Approval Order, but effective as of the date hereof, the Reorganized Company hereby agrees to (the “Indemnifying Parties”) shall indemnify and hold harmless Purchaser each Backstop Party and its directorsAffiliates, officersequity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(aeach, an “Indemnified Person”) of the 1934 Act), agents and employees from and against any and all losses, claims, liabilitiesdamages, losses, damages liabilities and expenses incurred by such Indemnified Person (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or arise out of any material breach of any representa- tion, warranty, covenant or agreement of the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitments, the Rights Offering, the payment of the Backstop Equity Premium, the Backstop Break Payment, or the use of the proceeds of the Rights Offering, the Expense Reimbursement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable attorneys' fees documented (with such documentation subject to redaction to preserve attorney client and disbursementswork product privileges) as they shall be incurred, legal or other third party expenses incurred in connection with investigating, preparing forto defend or defending, or defending providing evidence in or preparing to serve or serving as a witness with respect to, any action, claimlawsuit, investigation, inquiry claim or other proceedingproceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not in connection with pending the transactions contemplated by this Agreement or threatened litigation, which shall have been caused by the Plan are consummated or related to or arise out of such breach, whether or not such this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) as to any Defaulting Backstop Party or any Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall notrelated thereto, however, be responsible for any claims, liabilities, losses, damagescaused by such default by such Backstop Party, or expenses pursu- ant (ii) to this Section 6.2 or otherwise which shall be finally judicially determined the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily arise from an Indemnified Person's the bad faith, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out negligence of such claim, action, suit or proceedingIndemnified Person.

Company Indemnity. The Company hereby agrees to save, protect, indemnify and hold harmless Purchaser harmless, on an After-Tax Basis, the Capital Entities and its directorsthe employees, officers, controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act)directors, agents and employees representatives of each of the foregoing from and against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Person costs (including reasonable attorneys' attorney's fees and disbursements), claims and charges arising from or relating to: (i) which shall be caused breach by or related to or arise out any Company Entity of any material breach representations, warranties or covenants of such Company Entity contained in or delivered pursuant to this Agreement or any other agreement of any representa- tionCompany Entity relating to Products, warrantyFinancings or Ancillary Services; (ii) any products, covenant environmental or other similar liability relating to the Products (such as claims for personal injury or property damage); (iii) any misrepresentation made by any employee or agent of any Company Entity to any Customer or Authorized Dealer as to the commitment of any Capital Entity to provide any Financings or Ancillary Services to such Customer or Authorized Dealer or the likely availability thereof; and (iv) any violation by any Company Entity or any employee or agent thereof of any law applicable to the sale, lease or other furnishing of Products or to any related Financings or Ancillary Services; provided that in the event that any Company Entity and a Capital Entity separately agree to indemnification (or waiver thereof) with respect to a matter that would otherwise be subject to indemnification pursuant to this Section 9.2, such other agreement will apply with respect to such matter and this Section 9.2 will not so apply. To the extent that a Company Entity performs its obligations under Section 7.2 with respect to an actual or potential Company Responsibility, the Capital Entities and related indemnified parties will not be separately entitled to indemnification under this Section 9.2 with respect to any loss or cost relating to such Company Responsibility that would otherwise be indemnifiable under this Section 9.2. The foregoing indemnity shall not apply in respect of liabilities, costs, claims or charges to the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses extent arising from or relating to (including reasonable attorneys' fees and disbursementsi) as they shall be incurred, in connection with investigating, preparing for, or defending any action, claimsufferance or omission by a Capital Entity or an employee of a Capital Entity that is effected in bad faith or represents gross negligence or willful misconduct, investigation(ii) any action, inquiry sufferance or other proceeding, whether omission by a Company Entity or not employee of a Company Entity pursuant to the express instructions of a Capital Entity or employee of a Capital Entity (in connection with pending or threatened litigation, which shall have been caused by or related to or arise out the case of such breachemployee, if such instructions are provided by such employee in his or her capacity as such) or (iii) any breach or violation by a Capital Entity or any employee of a Capital Entity of the provisions of this Agreement or any other applicable agreement between a Company Entity and a Capital Entity (whether or not such Indemnified Person shall be named as breach or violation gives rise to a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser right of termination of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle Agreement or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedingother agreement).

Company Indemnity. The Company hereby agrees and covenants to indemnify and hold harmless and indemnify the Purchaser and its directorsany Affiliates thereof, officersincluding any director, officer, employee, agent, investment adviser, or controlling persons (within the meaning person of Section 15 any of the 1933 Act or Section 20(a) of foregoing and their legal counsel (collectively, the 1934 Act"Purchaser Indemnitees"), agents and employees from and against any and all losses, claims, liabilitiesdamages, losses, damages and expenses incurred by such Indemnified Person (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or arise out of any material breach of any representa- tion, warranty, covenant or agreement of the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs liabilities and expenses (including reasonable attorneys' fees and disbursementsexpenses of investigation) incurred by such Person arising out of or based upon (a) any untrue statement of any material fact made by Company contained in this Agreement or any document provided by Company in connection herewith or with the sale of the Shares, (b) arising out of or based upon the omission by Company to state herein or therein a material fact required to be stated or necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading, (c) any breach by Company of any of Company's representations, warranties, covenants or agreements contained in this Agreement or in any other agreement, certificate, instrument or document delivered pursuant hereto; provided, however, that Company shall not be liable under this paragraph for any amounts paid in settlement of claims without its consent, which consent shall not be unreasonably withheld, or to any Purchaser Indemnitee to the extent that it is finally judicially determined that such losses, claims, damages or liabilities arose out of the negligence or willful misconduct of the Purchaser Indemnitee or out of the material breach by the Purchaser Indemnitee of any representation or warranty made by the Purchaser Indemnitee in Article III of this Agreement. Company also agrees that the indemnification, contribution and reimbursement commitments set forth in this Article IX shall apply whether or not the Purchaser Indemnitees are formal parties to any such lawsuit, claim or other proceeding. Company further agrees promptly upon demand by the Purchaser Indemnitees to reimburse the Purchaser Indemnitees for any legal and other expenses as they shall be incurred, are incurred in connection with investigating, preparing for, to defend or defending any actionlawsuits, claim, investigation, inquiry claims or other proceeding, whether proceedings or not investigations arising in any manner out of or in connection with pending or threatened litigation, any matter as to which shall have been caused by or related to or arise out of such breach, whether or not such Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent is liable to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedingPurchaser Indemnitees under the indemnities set forth above.

Company Indemnity. The In consideration of each Purchaser’s execution and delivery of the Transaction Documents and purchase of the Convertible Notes and Warrants hereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company hereby agrees to shall defend, indemnify and hold harmless each Purchaser and all its directorsstockholders, partners, members, officers, controlling persons directors, employees and its agents or other representatives (within including, without limitation, those retained in connection with the meaning of Section 15 of transactions contemplated by this Agreement) (collectively, the 1933 Act or Section 20(a“Purchaser Indemnitees”) of the 1934 Act), agents and employees from and against any and all actions, suits, claims, liabilities, losses, damages costs, penalties, fees, liabilities and damages, and expenses incurred by such Indemnified Person (in connection therewith, and including reasonable attorneys' ’ fees and disbursementsdisbursements (the “Indemnified Liabilities”), incurred by any Purchaser Indemnitee as a result of, or arising out of, or relating to (a) which shall be caused any claims brought by or related to or arise such Purchaser Indemnitee arising out of any material misrepresentation or breach of any representa- tionrepresentation or warranty made by the Company in the Transaction Documents or any Closing certificate delivered to Purchaser as a condition to Closing, warranty(b) any claims brought by such Purchaser Indemnitee arising out of any breach of any covenant, covenant agreement or agreement obligation of the Company con- tained contained in this Agreementthe Transaction Documents or any other Closing certificate delivered to Purchaser as a condition to Closing, and shall reimburse or (c) any cause of action, suit or claim brought or made against such Indem- nified Person for all costs and expenses Purchaser Indemnitee by a third party (including reasonable attorneys' fees for these purposes a derivative action brought on behalf of the Company) and disbursements) as they shall be incurred, in connection with investigating, preparing for, or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall have been caused by or related to or arise arising out of such breachor resulting from the execution, whether delivery, performance or not such Indemnified Person shall be named as a party thereto and whether enforcement of the Transaction Documents or not any liability shall result there- fromother certificate, instrument or document contemplated hereby or thereby. The Company shall not, however, not be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant obligated to indemnify a Purchaser Indemnitee pursuant to this Section 6.2 8.1 for Indemnified Liabilities to the extent such Indemnified Liabilities are caused by acts of gross negligence or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligenceon the part of such Purchaser Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without make the prior written consent of Purchaser, settle or compromise or consent maximum contribution to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release payment and satisfaction of each of the Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedingLiabilities that is permissible under applicable law.

Company Indemnity. The Company hereby agrees to indemnify and hold harmless Purchaser and its directors, officers, controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Person (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or arise out of any material breach of any representa- tion, warranty, covenant or agreement of the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses (including reasonable attorneys' fees and disbursements) as they shall be incurred, in connection with investigating, preparing forIf Eggex xx made a party, or defending is threatened to be made a party, to any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall have been caused by or related to or arise out of such breach, whether or not such Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company, PPC or any subsidiary or affiliate thereof or was serving at the request of the Company or any subsidiary or affiliate as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Eggex'x xxxeged action in an official capacity while serving as a director, officer, member, employee or agent, then the Company will indemnify Eggex xxx hold him harmless to the fullest extent legally permitted or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including, without limitation, attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Eggex xx connection therewith, except to the extent attributable to Eggex'x xxxsx xxxligence or fraud), and such indemnification shall continue as to Eggex xxxn if he has ceased to be a director, member, officer, employee or agent of the Company or other entity and shall inure to the benefit of Eggex'x xxxrs, executors and administrators. The Company will advance to Eggex xxx reasonable costs and expenses to be incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Eggex xx repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section shall not be deemed exclusive of any other rights of indemnification to which Eggex xxx be entitled or which may be granted to him and shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. The Following entry by the Bankruptcy Court of the Backstop Commitment Agreement Order, but effective as of the date hereof, the Reorganized Company hereby agrees to (the “Indemnifying Parties”) shall indemnify and hold harmless Purchaser each Commitment Party and its directorsAffiliates, officersequity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(aeach, an “Indemnified Person”) of the 1934 Act), agents and employees from and against any and all losses, claims, liabilitiesdamages, losses, damages liabilities and expenses incurred by such Indemnified Person (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or arise out of any material breach of any representa- tion, warranty, covenant or agreement of the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses (other than Taxes of the Commitment Parties, except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitments, the Rights Offering, the payment of the Backstop Commitment Premium or the use of the proceeds of the Rights Offering, the Transaction Expenses or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable attorneys' fees documented (with such documentation subject to redaction to preserve attorney client and disbursementswork product privileges) as they shall be incurred, legal or other third party expenses incurred in connection with investigating, preparing forto defend or defending, or defending providing evidence in or preparing to serve or serving as a witness with respect to, any action, claimlawsuit, investigation, inquiry claim or other proceedingproceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not in connection with pending the transactions contemplated by this Agreement or threatened litigation, which shall have been caused by the Plan are consummated or related to or arise out of such breach, whether or not such this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) as to any Defaulting Commitment Party or any Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall notrelated thereto, however, be responsible for any claims, liabilities, losses, damagescaused by such default by such Commitment Party, or expenses pursu- ant (ii) to this Section 6.2 or otherwise which shall be finally judicially determined the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily arise from an Indemnified Person's the bad faith, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out negligence of such claim, action, suit or proceedingIndemnified Person.

Company Indemnity. The Company hereby agrees to indemnify will indemnify, hold harmless, and hold harmless Purchaser defend the Foundation and its co-chairs, trustees, directors, officers, controlling persons employees and representatives (within collectively, the meaning of Section 15 of the 1933 Act or Section 20(a“Foundation Indemnitees”) of the 1934 Act), agents and employees from and against any and all claimsjudgments, liabilitiessettlements, damages, penalties, losses, damages liabilities and expenses incurred by such Indemnified Person costs (including reasonable attorneys' ’ fees and disbursementscosts) which shall be as a result of third party causes of action, claims, suits, or legal proceedings (each a “Claim”) finally awarded to such third party by a court of competent jurisdiction against any of the Foundation Indemnitees or agreed to as part of a monetary settlement of the Claim and arising out of or relating to: (a) bodily injury, death or property damage caused by the activities or related omissions of the Company, including any development, product launch or commercialization activities carried out by the Company (including any failure to comply with applicable laws, regulations or arise out rules in connection therewith), or by any Company product; or (b) any Claim that the Platform Technology, any Funded Development or any Company product infringes upon a patent, proprietary, or other intellectual property right of a third party. The Foundation will give the Company prompt written notice of any material breach Claim subject to indemnification pursuant to this Section 15(a); provided that the Foundation’s failure to promptly notify the Company will not affect the Company’s indemnification obligations except to the extent that the Foundation’s delay prejudices the Company’s ability to defend the Claim. The Company will have sole control over the defense and settlement of any representa- tioneach and every Claim subject to indemnification pursuant to this Section 15(a), warranty, covenant or agreement with counsel of its own choosing which is reasonably acceptable to the Foundation; provided that the Company conducts the defense actively and diligently at the sole cost and expense of the Company con- tained and provided further that the Company will not enter into any settlement that adversely affects, in this Agreementany material respect, and shall reimburse any Foundation Indemnitee without the applicable Foundation Indemnitee’s prior written consent, such Indem- nified Person for all costs and expenses (including consent not to be unreasonably withheld, conditioned or delayed. The Foundation will provide the Company, upon request, with reasonable attorneys' fees and disbursements) as they shall be incurred, cooperation in connection with investigatingthe defense and settlement of the Claim. Subject to the Company’s rights above to control the defense and settlement of Claims, preparing forthe Foundation and any Foundation Indemnitee may, or defending at its own expense, employ separate counsel to monitor and participate in the defense of any actionClaim under this Section 15(a). For the avoidance of doubt, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which the Company shall have been caused by no liability to the Foundation or related any obligation to or arise out of such breach, whether or not such Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant indemnify the Foundation pursuant to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent 15(a) to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless extent such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising claim arises out of such claimthe Foundation’s fraud, action, suit negligence or proceedingwillful misconduct.

Company Indemnity. The Company hereby agrees to save, protect, indemnify and hold harmless Purchaser harmless, on an After-Tax Basis, the Capital Entities and its directorsthe employees, officers, controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act)directors, agents and employees representatives of each of the foregoing from and against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Person costs (including reasonable attorneys' attorney's fees and disbursements), claims and charges arising from or relating to: (i) which shall be caused breach by or related to or arise out any Company Entity of any material breach representations, warranties or covenants of such Company Entity contained in or delivered pursuant to this Agreement or any other agreement of any representa- tionCompany Entity relating to Products, warrantyFinancings or Ancillary Services; (ii) any products, covenant environmental or other similar liability relating to the Products (such as claims for personal injury or property damage); (iii) any misrepresentation made by any employee or agent of any Company Entity to any Customer or Authorized Dealer as to the commitment of any Capital Entity to provide any Financings or Ancillary Services to such Customer or Authorized Dealer or the likely availability thereof; and (iv) any violation by any Company Entity or any employee or agent thereof of any law applicable to the sale, lease or other furnishing of Products or to any related Financings or Ancillary Services; provided that in the event that any Company Entity and a Capital Entity separately agree to indemnification (or waiver thereof) with respect to a matter that would otherwise be subject to indemnification pursuant to this Section 9.2, such other agreement will apply with respect to such matter and this Section 9.2 will not so apply. To the extent that a Company Entity performs its obligations under Section 7.2 with respect to an -40- actual or potential Company Responsibility, the Capital Entities and related indemnified parties will not be separately entitled to indemnification under this Section 9.2 with respect to any loss or cost relating to such Company Responsibility that would otherwise be indemnifiable under this Section 9.2. The foregoing indemnity shall not apply in respect of liabilities, costs, claims or charges to the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses extent arising from or relating to (including reasonable attorneys' fees and disbursementsi) as they shall be incurred, in connection with investigating, preparing for, or defending any action, claimsufferance or omission by a Capital Entity or an employee of a Capital Entity that is effected in bad faith or represents gross negligence or willful misconduct, investigation(ii) any action, inquiry sufferance or other proceeding, whether omission by a Company Entity or not employee of a Company Entity pursuant to the express instructions of a Capital Entity or employee of a Capital Entity (in connection with pending or threatened litigation, which shall have been caused by or related to or arise out the case of such breachemployee, if such instructions are provided by such employee in his or her capacity as such) or (iii) any breach or violation by a Capital Entity or any employee of a Capital Entity of the provisions of this Agreement or any other applicable agreement between a Company Entity and a Capital Entity (whether or not such Indemnified Person shall be named as breach or violation gives rise to a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser right of termination of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle Agreement or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedingother agreement).

Company Indemnity. The Subject to the following sentence, the Company Group, for itself and on behalf of each member of the Company Group, hereby agrees to indemnify RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS Service Provider and hold harmless Purchaser and its directors, officers, controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), agents and employees other Service Provider Indemnified Parties from and against any and all claimsLiabilities arising out of, liabilitiesor relating to the Services, losses, damages and expenses incurred by such Indemnified Person (including reasonable attorneys' fees and disbursements) which shall be caused by this Agreement or related to or arise out of any material breach of any representa- tion, warranty, covenant or agreement of the Company con- tained transactions contemplated in this Agreement, except solely to the extent that Company is entitled to an indemnity pursuant to Section 5.1, regardless of whether such Liabilities are in favor of any Third Party or any Company Indemnified Party, Service Provider or any other Service Provider Indemnified Parties, and shall reimburse such Indem- nified Person for all costs and expenses REGARDLESS OF WHETHER SUCH LIABILITIES ARE THE RESULT OF (including reasonable attorneys' fees and disbursementsIN WHOLE OR IN PART) as they shall be incurredTHE SOLE, in connection with investigatingACTIVE, preparing forPASSIVE, or defending any actionCONCURRENT OR COMPARATIVE NEGLIGENCE, claimSTRICT LIABILITY, investigationOTHER LEGAL FAULT, inquiry or other proceedingLEGAL RESPONSIBILITY, whether or not in connection with pending or threatened litigationOR THE VIOLATION OF LAW OF OR BY THE COMPANY GROUP, which ANY COMPANY INDEMNIFIED PARTIES, SERVICE PROVIDER INDEMNIFIED PARTIES OR ANY THIRD PARTIES; provided, however, that notwithstanding the foregoing, the Company Group shall have been caused by no obligation to defend, indemnify, hold harmless or related release any Service Provider Indemnified Parties from any Liabilities to or the extent such Liabilities arise out of such breach, whether or not such Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant are related to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or the gross negligence, willful misconduct, or actual fraud (not constructive or negligent fraud) of Service Provider or any material breach by Purchaser of this AgreementService Provider Indemnified Party. The Company further agrees that Notwithstanding the foregoing sentence, the Company Group shall nothave no obligation to defend, without the prior written consent of Purchaserindemnify, settle hold harmless or compromise or consent release any Service Provider Indemnified Party from any Liabilities to the entry of any judgment extent (and only to the extent) that Service Provider is obligated to indemnify the Company Group for the same pursuant to Section 5.1 (and with regard to those Liabilities for which Service Provider is obligated to indemnify the Company Group and the other Company Indemnified Parties only up to the aggregate cap or limit described in any pending Section 5.1, then this limitation on the Company Group’s obligation to defend, indemnify, hold harmless or threatened claim, action, suit release shall only apply with regard to such Liabilities up to the such cap or proceed- ing limit but shall not apply with regard to such Liabilities in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out excess of such claim, action, suit cap or proceedinglimit).

Company Indemnity. The In addition to the payment of expenses pursuant to Section 11.1, the Company hereby (the "Company Indemnitor") agrees to indemnify indemnify, pay and hold harmless Purchaser the Senior Noteholders, and its the officers, directors, officersemployees, controlling persons (within the meaning of Section 15 agents, and Affiliates of the 1933 Act or Section 20(aSenior Noteholders (collectively referred to as the "Purchaser Indemnitees") of the 1934 Act)harmless, agents and employees from and against any and all claimsother actual costs, expenses, liabilities, obligations, losses, damages damages, penalties, actions, judgments, suits, claims and expenses incurred by such Indemnified Person disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable attorneys' fees and disbursementsdisbursements of one counsel for such Purchaser Indemnitees) which shall be caused by or related to or arise out of (a) resulting from any material breach of any representa- tionrepresentation or warranty of the Company or any covenant, warranty, covenant obligation or agreement of the Company con- tained contained herein or in this Agreementany certificate or other document delivered in connection herewith, and shall reimburse such Indem- nified Person for all costs and expenses or (including reasonable attorneys' fees and disbursementsb) as they shall be incurred, in connection with investigatingany investigative, preparing for, administrative or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending judicial proceeding commenced or threatened litigation(excluding claims among Purchaser Indemnitees and, which shall have been caused by or related to or arise with the exception of claims arising out of such breachotherwise indemnifiable matters (e.g., actions to enforce the indemnification rights provided hereunder), and excluding claims between the Company and a Purchaser Indemnitee), whether or not such Indemnified Person Purchaser Indemnitee shall be named as designated a party thereto and whether or not any liability shall result there- from. The Company shall notthereto, howeverwhich may be imposed on, be responsible for any claims, liabilities, losses, damagesincurred by, or expenses pursu- ant asserted against that Purchaser Indemnitee, in any manner relating to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser arising out of this Agreement. The , the Senior Note, the Loan Documents or the other documents related to the transactions contemplated hereby, the Purchaser's agreement to purchase the Senior Note or the use or intended use of the proceeds of any of the proceeds thereof to the Company further agrees (collectively, the "Purchaser Indemnified Liabilities"); provided, that the Company Indemnitor shall not, without the prior written consent of Purchaser, settle or compromise or consent not have any obligation to a Purchaser Indemnitee hereunder with respect to a Purchaser Indemnified Liability to the entry extent that such Purchaser Indemnified Liability arises from the gross negligence or willful misconduct of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedingthat Purchaser Indemnitee.

Company Indemnity. The Company hereby agrees to Following entry by the Bankruptcy Court of the Backstop Commitment Agreement Order, but effective as of the date hereof, the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless Purchaser each Backstop Party and its directorsAffiliates, officersequity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(aeach, an “Indemnified Person”) of the 1934 Act), agents and employees from and against any and all losses, claims, liabilitiesdamages, losses, damages liabilities and expenses incurred by such Indemnified Person (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or arise out of any material breach of any representa- tion, warranty, covenant or agreement of the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitments, the Equity Rights Offering, the payment of the Backstop Commitment Premium or the use of the proceeds of the Equity Rights Offering, the Transaction Expenses or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable attorneys' fees documented (with such documentation subject to redaction to preserve attorney client and disbursementswork product privileges) as they shall be incurred, legal or other third party expenses incurred in connection with investigating, preparing forto defend or defending, or defending providing evidence in or preparing to serve or serving as a witness with respect to, any action, claimlawsuit, investigation, inquiry claim or other proceedingproceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not in connection with pending the transactions contemplated by this Agreement or threatened litigation, which shall have been caused by the Plan are consummated or related to or arise out of such breach, whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceeding.

Company Indemnity. The Company hereby agrees to Following entry by the Bankruptcy Court of the Backstop Commitment Agreement Order, but effective as of the date hereof, the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless Purchaser each Backstop Party and its directorsAffiliates, officersequity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20(aeach, an “Indemnified Person”) of the 1934 Act), agents and employees from and against any and all losses, claims, liabilitiesdamages, losses, damages liabilities and expenses incurred by such Indemnified Person (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or arise out of any material breach of any representa- tion, warranty, covenant or agreement of the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitments, the Equity Rights Offering, the payment of the Backstop Commitment Premium or the use of the proceeds of the Equity Rights Offering, the Transaction Expenses or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable attorneys' fees documented (with such documentation subject to redaction to preserve attorney client and disbursementswork product privileges) as they shall be incurred, legal or other third party expenses incurred in connection with investigating, preparing forto defend or defending, or defending providing evidence in or preparing to serve or serving as a witness with respect to, any action, claimlawsuit, investigation, inquiry claim or other proceedingproceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not in connection with pending the transactions contemplated by this Agreement or threatened litigation, which shall have been caused by the Plan are consummated or related to or arise out of such breach, whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (i) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, or expenses pursu- ant to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceeding.