Common use of INDEMNIFICATION a Clause in Contracts

INDEMNIFICATION a. To the extent that Supplier’s agents, employees or sub-contractors enter upon premises occupied by or under the control of Purchaser or any of its customers or suppliers, in the course of the performance of a Purchase Order, the Supplier shall indemnify and save the Purchaser harmless from and against any and all damages for injury caused to persons including both Purchaser’s and Supplier’s employees, or property by reason of the Supplier’s operations hereunder other than for such damages caused by the negligence of Purchaser, its agents, servants or employees. Further, the Supplier shall indemnify and save the Purchaser harmless from and against any and all liens upon such land and premises including, without limitations, labor performed and materials furnished attaching as a result of any act or omission by the Supplier, its agent, servants or employees. The Supplier also shall procure at its expense the prompt discharge, release or satisfaction of any and all notices of intention or other evidence of such liens or claims thereto. B. Supplier agrees to indemnify and hold harmless Purchaser and its officers, agents, employees and subcontractors against any and all claims, suits, actions, damages, liabilities, assessments, interest charges, penalties, costs or expenses (including reasonable attorneys’ fees) arising out of (i) Supplier’s libel, slander or defamation, (ii) Supplier’s infringement of any copyright or other intellectual property right of any kind whatsoever alleged to have been committed in any work prepared hereunder, (iii) Supplier’s invasion of rights of privacy alleged to have been committed, (iv) Supplier’s piracy, plagiarism or unfair competition or (v) negligence or willful misconduct or omissions on the part of Supplier, its officers, agents, employees and subcontractors. This indemnification shall not apply to works developed in accordance with Purchaser’s written specifications. C. If any materials provided by Supplier under a Purchase Order becomes the subject of a claim or in Supplier’s opinion is likely to become the subject of such a claim, then Supplier may, at its option, either (a) replace or modify the material to make it non-infringing or cure any claimed misuse of another’s trade secret, (b) procure for Purchaser the right to continue using the material pursuant to a Purchase Order, or (c) replace the material with that which is non-infringing or which is free of claimed misuse of another’s trade secret. Any costs associated with implementing any of the above alternatives shall be borne by Supplier. D. In no event shall either party be liable to the other for any indirect, special, incidental or consequential damages arising out of or in any way connected with a Purchase Order, the licenses granted hereby or any matter related hereto. The foregoing limitation of liability does not apply to claims for damages for which Supplier has indemnified Purchaser pursuant to Paragraph 13B, subclasses (ii), (iii) and (iv).

INDEMNIFICATION a. To The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the extent that Supplier’s agents, employees or sub-contractors enter upon premises occupied by or under the control meaning of Purchaser or any of its customers or suppliers, in the course Section 15 of the performance of a Purchase Order, the Supplier shall indemnify and save the Purchaser harmless 1933 Act from and against any and all losses, claims, damages for injury and liabilities caused to persons including both Purchaser’s by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, any Permitted Free Writing Prospectus or the Prospectus (if used within the period set forth in paragraph (3) of Section 3(A) hereof and Supplier’s employeesas amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or property caused by reason 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, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Underwriter expressly for the use therein; provided, however, that the foregoing indemnity with respect to any Preliminary Prospectus or any Permitted Free Writing Prospectus or any Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities otherwise covered by this paragraph purchased Designated Securities, or to the benefit of any person controlling such Underwriter, if a copy of the Supplier’s operations hereunder other than for such damages caused Permitted Free Writing Prospectus or Prospectus (as then amended and supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by the negligence of Purchaser, its agents, servants or employees. Further, the Supplier shall indemnify and save the Purchaser harmless from and against any and all liens upon such land and premises including, without limitations, labor performed and materials furnished attaching as a result of any act or omission by the Supplier, its agent, servants or employees. The Supplier also shall procure at its expense the prompt discharge, release or satisfaction of any and all notices of intention or other evidence on behalf of such liens Underwriter to such person if required so to have been delivered, at or claims thereto. B. Supplier agrees prior to the entry into the contract of sale of Designated Securities with such person, and if the Permitted Free Writing Prospectus or Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless Purchaser the Company, its directors, its officers and its officersany person controlling the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to each Underwriter, agents, employees and subcontractors against any and all claims, suits, actions, damages, liabilities, assessments, interest charges, penalties, costs or expenses (including reasonable attorneys’ fees) arising out of (i) Supplier’s libelwith reference to information furnished in writing by such Underwriter expressly for use in the Registration Statement, slander any Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Material or defamation, the Prospectus or any amendments or supplements thereto and (ii) Supplier’s infringement arising from any other free writing prospectus prepared by such Underwriter, except to the extent arising from information furnished in writing by the Company expressly for use therein. Promptly after receipt by any person of notice of any copyright claim or other intellectual property right the institution of any kind whatsoever alleged proceeding (including any governmental investigation) in respect of which indemnity may be sought pursuant to have been committed either of the two preceding paragraphs, such person (the “indemnified party”) shall notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to participate therein, and, to the extent that it elects (upon notice to the indemnified party), jointly with any work prepared hereunderother similarly notified indemnifying party, (iii) Supplier’s invasion of rights of privacy alleged to have been committed, (iv) Supplier’s piracy, plagiarism or unfair competition or (v) negligence or willful misconduct or omissions on assume the part of Supplier, its officers, agents, employees and subcontractorsdefense thereof with counsel reasonably satisfactory to the indemnified party. This indemnification If the indemnifying party shall not apply have so elected to works developed assume such defense, then, upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in accordance with Purchaser’s written specifications. C. If any materials provided by Supplier under a Purchase Order becomes such proceeding and shall pay the subject of a claim or in Supplier’s opinion is likely to become the subject fees and disbursements of such a claimcounsel related to such proceeding. If the indemnifying party shall so elect to assume such defense, then Supplier may, at its option, either (a) replace or modify the material to make it non-infringing or cure any claimed misuse of another’s trade secret, (b) procure for Purchaser the right to continue using the material pursuant to a Purchase Order, or (c) replace the material with that which is non-infringing or which is free of claimed misuse of another’s trade secret. Any costs associated with implementing any of the above alternatives indemnifying party shall be borne by Supplier. D. In no event shall either party not be liable to the other indemnified party pursuant to this Section 6 for any indirectlegal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, specialhowever, incidental that any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or consequential damages (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Anything hereinabove to the contrary notwithstanding, any reference in this Section 6 to counsel reasonably satisfactory to, or designated by, the indemnified party shall mean (i) in the case of parties indemnified pursuant to the second preceding paragraph, counsel reasonably satisfactory to, or designated by, the Representative on behalf of all parties so indemnified pursuant to such paragraph and (ii) in the case of parties indemnified pursuant to the first preceding paragraph, counsel reasonable satisfactory to, or designated by, the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or in any way connected with a Purchase Order, the licenses granted hereby or any matter related hereto. The foregoing limitation of liability claim and (ii) does not apply include a statement as to claims for damages for which Supplier has or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified Purchaser pursuant to Paragraph 13B, subclasses (ii), (iii) and (iv)party.

INDEMNIFICATION a. To The Sponsor agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the extent that Supplier’s agents, employees or sub-contractors enter upon premises occupied by or under the control of Purchaser or any of its customers or suppliers, in the course meaning of the performance of a Purchase OrderSecurities Act or the Exchange Act, the Supplier shall indemnify and save the Purchaser harmless from and against any and all damages for injury caused to persons including both Purchaser’s and Supplier’s employeesloss, claim, damage or liability, joint or several, or property by reason any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Supplier’s operations hereunder other than for Notes), to which such damages caused by Underwriter or any such controlling person may become subject, under the negligence of PurchaserSecurities Act or the Exchange Act or otherwise, its agentsinsofar as such loss, servants claim, damage, liability or employees. Furtheraction arises out of, the Supplier shall indemnify and save the Purchaser harmless from and against any and all liens upon such land and premises includingor is based upon, without limitations, labor performed and materials furnished attaching as a result of any act or omission by the Supplier, its agent, servants or employees. The Supplier also shall procure at its expense the prompt discharge, release or satisfaction of any and all notices of intention or other evidence of such liens or claims thereto. B. Supplier agrees to indemnify and hold harmless Purchaser and its officers, agents, employees and subcontractors against any and all claims, suits, actions, damages, liabilities, assessments, interest charges, penalties, costs or expenses (including reasonable attorneys’ fees) arising out of (i) Supplier’s libel, slander any untrue statement or defamationalleged untrue statement of a material fact contained in the Company Offering Materials, (ii) Supplier’s infringement of any copyright the omission or other intellectual property right of any kind whatsoever alleged omission to have been committed state in any work prepared hereunderthe Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) Supplier’s invasion the omission or alleged omission to state in the Company Offering Materials other than the Registration Statement a material fact required to be stated or necessary to make the statements therein, in the light of rights of privacy alleged the circumstances under which they were made, not misleading and shall reimburse each Underwriter and each such controlling person promptly upon demand for any documented legal or documented other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending or preparing to have been committeddefend against any such loss, (iv) Supplier’s piracyclaim, plagiarism damage, liability or unfair competition action as such expenses are incurred; provided, however, that the foregoing indemnity with respect to any untrue statement contained in or (v) negligence or willful misconduct or omissions on omission from the part of Supplier, its officers, agents, employees and subcontractors. This indemnification Prospectus shall not apply inure to works developed in accordance with Purchaser’s written specifications. C. If the benefit of any materials provided by Supplier under a Purchase Order becomes Underwriter if the subject Sponsor shall sustain the burden of a claim or in Supplier’s opinion is likely to become proving that the subject of person asserting against such a Underwriter the loss, liability, claim, then Supplier may, at its option, either (a) replace damage or modify the material to make it non-infringing or cure any claimed misuse of another’s trade secret, (b) procure for Purchaser the right to continue using the material pursuant to a Purchase Order, or (c) replace the material with that which is non-infringing or which is free of claimed misuse of another’s trade secret. Any costs associated with implementing expense purchased any of the above alternatives Notes which are the subject thereof and was not sent or given a copy of the appropriate Prospectus (or the appropriate Prospectus as amended or supplemented) (the term Prospectus as used in this clause shall be borne not include documents incorporated by Supplier. D. In no event shall either party be liable reference thereto), if required by law, at or prior to the other for any indirect, special, incidental or consequential damages arising out written confirmation of or in any way connected the sale of such Notes and prior to delivery of such confirmation the Sponsor had furnished such Underwriter with a Purchase Order, supplement to such Prospectus (or Prospectus as amended or supplemented) correcting the licenses granted hereby untrue statement in or any matter related heretoomission from such Prospectus (or Prospectus as amended or supplemented). The foregoing limitation indemnity agreement is in addition to any liability which the Sponsor may otherwise have to the Underwriters or any controlling person of liability does not apply to claims for damages for which Supplier has indemnified Purchaser pursuant to Paragraph 13B, subclasses (ii), (iii) and (iv)any of the Underwriters.