Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. In connection with any registration pursuant to this Section 7, Buyer shall indemnify, defend and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning of the Securities Act, and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemnitee.

Indemnification by Buyer. In connection with any registration pursuant Buyer agrees to this Section 7, Buyer shall indemnify, defend indemnify and hold harmless the Company, and each Seller participating in such registrationof its directors and officers who signed a Registration Statement, and each person Person, if any, who controls such Seller the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the 1934 Act, solely with respect to information provided by Buyer referred to in the proviso to this Section 4.2, against any loss, liability, claim, damage, action, cost, judgment and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, expense whatsoever resulting from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under a Registration Statement or Prospectus pursuant to which such securities the Registrable Securities of Buyer were registered, any preliminary, final or summary prospectus contained therein, registered (or any amendment thereof or supplement thereto, ) or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Lossmisleading; provided, however, that such indemnification covenant the indemnity provided pursuant to this Section 4.2 shall not (i) only apply with respect to any Loss loss, liability, claim, damage, action, cost judgment or expense to the extent arising out of, or based upon, of any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such untrue statement or omission was made in good faith reliance upon and in conformity with written information furnished to the Company by Buyer by or on behalf of such Indemnitee expressly for use in connection with preparation of the registration statement, Registration Statement (or any preliminary prospectus amendment thereto) or final prospectus contained in the registration statement, Prospectus (or any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee thereto), to the extent that incorporated therein. Notwithstanding the provisions of this Section 4.2, Buyer and any such Loss arises out of such Indemnitee's failure permitted assignee shall not be required to send indemnify the Company, its officers, directors or give a copy control persons with respect to any amount in excess of the final prospectusamount of the total net proceeds (after deducting underwriting fees, commissions or discounts and other offering expenses) actually received by Buyer or such permitted assignee, as the same case may be then supplemented or amendedbe, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation from sales of the sale Registrable Securities of Buyer under the Registration Statement or Prospectus, as applicable, that is the subject of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeindemnification claim.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7Buyer shall, Buyer shall indemnifyseverally and not jointly, defend indemnify and hold harmless each Seller participating in such registrationthe Company, its directors, officers, agents and employees, each person Person who controls such Seller the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and each of the partnersdirectors, officers, directors, agents or employees and agents of the foregoing in their respective capacities as such (the "Indemnitees")controlling Persons, to the full fullest extent lawfulpermitted by applicable law, from and against all actionsLosses, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")as incurred, to which any such Indemnitee may become subject under the extent arising out of or based solely upon: (x) Buyer’s failure to comply with the prospectus delivery requirements of the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon (y) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registeredRegistration Statement, any preliminary, final or summary prospectus contained thereinProspectus, or any form of prospectus, or in any amendment or supplement thereto, thereto or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing")preliminary prospectus, or the arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out ofthe extent, or based uponbut only to the extent, any that such untrue statement or alleged untrue statement, omission is contained in any information so furnished in writing by Buyer to the Company specifically for inclusion in such Registration Statement or any such omission Prospectus or alleged omission, if (ii) to the extent that such statement or omission information relates to Buyer’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in reliance upon and in conformity with written information furnished to writing by Buyer by or on behalf of such Indemnitee expressly for use in connection with preparation a Registration Statement , such Prospectus or such form of the registration statement, Prospectus or in any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (iiiii) inure to in the benefit case of any Indemnitee to the extent that any such Loss arises out an occurrence of such Indemnitee's failure to send or give a copy an event of the final prospectustype specified in Section 3(d)(iii)-(vi), as the same may be then supplemented use by Buyer of an outdated or amended, to defective Prospectus after the person asserting an untrue statement Company has notified Buyer in writing that the Prospectus is outdated or alleged untrue statement or omission or alleged omission at or defective and prior to the written confirmation receipt by Buyer of the Advice contemplated in Section 6(d). In no event shall the liability of Buyer hereunder be greater in amount than the dollar amount of the net proceeds received by Buyer upon the sale of the securities Registrable Securities giving rise 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeindemnification obligation.

Indemnification by Buyer. In connection with Buyer shall indemnify and hold harmless, in the case of any registration statement filed pursuant to this Section 7, Buyer shall indemnify, defend and hold harmless each Seller participating in such registration2.1, each person seller of any Registrable Securities covered by such registration statement, each other Person, if any, who controls such Seller seller within the meaning of the Securities Act, each broker, dealer or underwriter acting on behalf of such seller and each of the partnerstheir respective directors, officers, directorspartners, shareholders, employees and agents of the foregoing in their respective capacities as such affiliates (the "IndemniteesSeller Indemnified Parties"), to the full extent lawful, from and ) against all actions, suitsany losses, claims, expenses, damages or liabilities (or actions or proceedings, costswhether commenced or threatened, damagesor inquiries or investigations, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursementsrespect thereof), whether joint or several (collectively, a "Loss")several, to which any such Indemnitee Seller Indemnified Parties may become subject under the Securities Act or any other statute or common lawotherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as any such Loss may losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, or inquiries or investigations, in respect thereof) arise out of or be are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registeredregistered under the Securities Act, any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading misleading, or any violation by Buyer of the Securities Act, and Buyer will reimburse each Indemnitee such Seller Indemnified Parties for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such Lossloss, claim, expense, damage, liability, action or proceeding, inquiry or investigation; provided, however, that such indemnification covenant Buyer shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action, proceeding, inquiry or investigation in respect thereof) or expense arises out of or is based upon (i) apply to any Loss arising out of, or based upon, any such an untrue statement or alleged untrue statement, statement or any such omission or alleged omissionomission made in such registration statement, if any such statement preliminary prospectus, final prospectus, summary prospectus, amendment or omission was made supplement in reliance upon and in conformity with written information furnished to Buyer through an instrument duly executed by or on behalf of such Indemnitee seller specifically stating that it is for use in connection with the preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing thereof or (ii) inure the sale of Registrable Securities pursuant to the benefit of registration statement to any Indemnitee to the extent that any person, if such Loss arises out of such Indemnitee's failure seller (x) failed to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to such person within the person asserting an time required by the Securities Act and the untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the securities to a material fact contained in such person if such statement or omission prospectus was corrected in the prospectus, as amended or (y) engaged in such final prospectussale in breach of its agreements pursuant to Section 2.2(c). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnitee such Seller Indemnified Parties and shall survive the transfer of such securities by any Indemniteesuch seller.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7, Buyer shall indemnify, defend will indemnify and hold harmless each Seller participating in such registrationERT, each person partner, member, stockholder, director, officer, and employee of ERT, each other person, if any, who controls such Seller ERT within the meaning of the Securities Act, and each underwriter, if any, and each person who controls any underwriter of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawfulLock-Up Shares, from and against all actions, suits, claims, proceedingslosses, costsexpenses, damages, judgments, amounts paid damages and liabilities (or actions in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise respect thereto) arising out of or be based upon (i) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement under which such securities were registeredprospectus (preliminary or final), any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky circular or other securities laws of jurisdictions in which the Common Stock subject to document (including any related registration rights are offered ("Blue Sky Filing")statement, notification or the like) incident to any such registration, qualification or compliance, (ii) the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, or (iii) any violation by Buyer of any rule or regulation promulgated under the Securities Act or any state securities law applicable to Buyer and relating to action or inaction required by Buyer in connection with any registration, qualification or compliance required of Buyer under its obligations under Section 5 above, and Buyer will reimburse ERT, each Indemnitee of its officers, directors, employees, members, stockholders and partners, and each person controlling ERT, each such underwriter and each person who controls any such underwriter, for any reasonable legal or and other expenses reasonably incurred by it in connection with investigating investigating, defending or defending settling any such Lossclaim, loss, damage, liability or action; provided, however, that such indemnification covenant the indemnity agreement contained in this Section 5(g) shall not (i) apply to amounts paid in settlement of any Loss arising out ofsuch claim, loss, damage, liability, or based uponaction if such settlement is effected without the consent of Buyer (which consent shall not be unreasonably withheld), and provided, further, that Buyer will not be liable in any such untrue statement or alleged untrue statement, or any such omission or alleged omission, case if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss loss, claim, damage or liability arises out of such Indemnitee'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 is based upon Buyer’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission at so made in conformity with information furnished by ERT, any such underwriter or prior to the written confirmation of the sale of the securities to any such controlling person if in writing specifically for use in such registration 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 any Indemnitee and shall survive the transfer of such securities by any Indemnitee.

Indemnification by Buyer. In connection with any registration pursuant The Buyer agrees to this Section 7, Buyer shall indemnify, defend indemnify and hold harmless the Company, and each Seller participating in such registrationof its directors and officers (including each director and officer of the Company who signed a Registration Statement), and each person Person, if any, who controls such Seller the Company within the meaning of the Securities Act, and each Section 15 of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or Section 20 of the Exchange Act, solely with respect to information provided by the Buyer referred to in the proviso to this Section 4.2, as follows: (a) against any other statute or common lawand all loss, insofar liability, claim, damage, action, cost, judgment and expense whatsoever, as any such Loss may arise incurred, arising out of or be based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement (or any registration statement amendment thereto) pursuant to which the Registrable Securities of the Buyer were registered under which such securities were registeredthe Securities Act, including all documents incorporated therein by reference, or in any preliminary, final or summary prospectus contained therein, Prospectus (or any amendment or supplement thereto), or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing")including all documents incorporated therein by reference, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; (b) against any and Buyer will reimburse each Indemnitee for all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Buyer; and (c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in connection with investigating investigating, preparing, defending against or defending participating in (as a witness or otherwise) any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such Lossuntrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under Sections 4.2(a) or 4.2(b) above; provided, however, that such indemnification covenant the indemnity provided pursuant to this Section 4.2 shall not (i) only apply with respect to any Loss loss, liability, claim, damage, action, cost judgment or expense to the extent arising out of, or based upon, of any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such untrue statement or omission was made in good faith reliance upon and in conformity with written information furnished to the Company by the Buyer by or on behalf of such Indemnitee expressly for use in connection with preparation of the registration statement, Registration Statement (or any preliminary prospectus amendment thereto) or final prospectus contained in the registration statement, Prospectus (or any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee thereto), to the extent that incorporated therein. Notwithstanding the provisions of this Section 4.2, the Buyer and any such Loss arises out of such Indemnitee's failure permitted assignee shall not be required to send indemnify the Company, its officers, directors or give a copy control persons with respect to any amount in excess of the final prospectusamount of the total net proceeds to the Buyer or such permitted assignee, as the same case may be then supplemented or amendedbe, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation from sales of the sale Registrable Securities of the securities to such person if such statement Buyer under the Registration Statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless Prospectus, as applicable, that is the subject of any investigation made by or on behalf of any Indemnitee and shall survive the transfer of such securities by any Indemniteeindemnification claim.

Indemnification by Buyer. In connection with any registration pursuant (a) Buyer agrees subsequent to this Section 7, Buyer shall indemnify, defend the Closing to indemnify and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning of the Securities Act, Company and each of the partners, its Subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof (individually, a "Company Indemnified Party" and agents of the foregoing in their respective capacities as such (collectively, the "IndemniteesCompany Indemnified Parties"), to the full extent lawful, ) harmless from and against all actions, suits, claims, proceedings, costs, any damages, judgmentsliabilities, amounts paid in settlement losses, taxes, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and disbursements)including all amounts paid in investigation, whether joint defense or several (collectively, a "Loss"), to settlement of the foregoing) which may be sustained or suffered by any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise of them arising out of or be based upon (i) any breach of any representation, warranty or covenant made by Buyer in this Agreement or in any certificate delivered by Buyer hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants, (ii) any claim made by or with respect to any employee of Buyer who is identified as a Transferred Employee who resigns or is or was terminated by Buyer prior to the Closing Date or is on a leave of absence from Buyer and does not return to active service, (iii) any claim made by any employee of Buyer who is identified as a Transferred Employee or any former employee of Buyer for severance pay or other post-termination benefits by reason of the transactions contemplated by this Agreement, (iv) any Excluded Liabilities, or (v) any untrue statement or alleged untrue statement of any a material fact contained in the Proxy Statement or any registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, other report filed by the Company with the SEC in connection with consummating the Transactions or any amendment or supplement thereto, or in arising out of or based upon any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee extent, but only to the extent that any such Loss arises out of such Indemnitee'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 at was made in reliance on, and in conformity with, the Buyer Filing Information. (b) The Company hereby acknowledges and agrees that (except in the case of fraud or prior willful breach of any covenant, in which case the Company reserves any and all rights and remedies available to it) its sole and exclusive remedy with respect to any and all claims relating to the written confirmation subject matter of this Agreement and the sale of Transactions shall be pursuant to the securities to such person if such statement or omission was corrected indemnification provisions set forth in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnitee and shall survive the transfer of such securities by any Indemniteethis Section 10.

Indemnification by Buyer. In connection with the case of any registration offering registered pursuant to this Section 7Agreement, Buyer shall indemnify, defend agrees to indemnify and hold harmless Seller and each underwriter engaged by Seller participating in (if any) of shares of Subject Stock under such registration, registration statements and each person who controls such Seller any of the foregoing within the meaning of Section 15 of the Securities Act, Act harmless against any and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suitslosses, claims, proceedings, costs, damages, judgments, liabilities or amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), as permitted by this Agreement to which they or any such Indemnitee of them may become subject under the Securities Act or any other statute or common lawlaw or otherwise, and to reimburse them, from time to time upon request, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such Loss may losses, claims, damages, liabilities or actions shall arise out of or shall be based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any the registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, (or any amendment or supplement thereto) relating to the sale of such shares of Subject Stock, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing")including all documents incorporated therein by reference, or 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (as amended or supplemented if Buyer shall have filed with the SEC any amendment thereof or supplement thereto), if used prior to the effective date of such registration statement or contained in the prospectus (as amended or supplemented if Buyer shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which Buyer shall be required to keep the registration statement to which such prospectus relates current pursuant to the terms of this Agreement, or the omission or alleged omission to state therein (if so used) a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Lossmisleading; provided, however, that such the indemnification covenant agreement contained in this Section 5(a) shall not (i) apply to such losses, claims, damages, liabilities or actions which shall arise from the sale of shares of Subject Stock to any Loss arising person if such losses, claims, damages, liabilities or actions shall arise out of, of or shall be based upon, upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was shall have been (x) made in reliance upon and in conformity with written information furnished in writing to Buyer by Seller or on behalf of such Indemnitee any underwriter engaged by Seller specifically for use in connection with the preparation of the registration statementstatement or any such amendment thereof of supplement thereto, or (y) made in any preliminary prospectus or final prospectus, and the prospectus contained in the registration statement, any statement as declared effective or in the form filed by Buyer with the SEC pursuant to Rule 424 under the Securities Act shall have corrected such amendment statement or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee's failure to send or give omission and a copy of the final prospectus, as the same may be then supplemented such prospectus shall have been sent or amended, given to the such person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer him of such securities by any Indemniteesale.

Indemnification by Buyer. In connection with the event of any registration of Registrable Securities under the Securities Act pursuant to this Section 7Agreement, to the fullest extent permitted by law, Buyer shall indemnifyagrees to indemnify the Company, defend its officers, directors, trustees, partners, employees, advisors and hold harmless each Seller participating in such registrationagents, and each person who controls such Seller the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each of the partnersCompany's Controlling persons, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may Damages that arise out of of, or be are based upon any untrue statement or alleged allegedly untrue statement of any a material fact contained in any registration statement under which such securities Registrable Securities were registered, registered under the Securities Act or any preliminary, final prospectus or summary preliminary prospectus contained therein, therein or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation light of the registration statementcircumstances under which such statements were made, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee but only to the extent that any such Loss arises out of such Indemnitee'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 is contained in or alleged omission at or prior omitted from any information Buyer furnished in writing to the written confirmation Company expressly for use therein and only in an amount not exceeding the net proceeds received by Buyer with respect to securities sold pursuant to such registration statement and except to the extent that the Company advised Buyer not to dispose of any Registrable Securities pursuant to Section 2.3 hereof and Buyer disregarded such advice. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, Buyer will indemnify the underwriters, their officers, directors, trustees, partners, employees, advisors and agents, and each person who controls the underwriters (within the meaning of Section 15 of the sale Securities Act or Section 20 of the securities Exchange Act), and each of the underwriters' Controlling persons, to such person if such statement or omission was corrected the extent customary in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnitee and shall survive the transfer of such securities by any Indemniteeagreements.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7, Buyer shall indemnify, defend and hold harmless each Seller participating in such registrationSeller, each person who controls such Seller within the meaning of the Securities Act, and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemnitee.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7, Buyer shall indemnify, defend and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning of the Securities Act, and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "IndemniteesINDEMNITEES"), to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "LossLOSS"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky FilingBLUE SKY FILING"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemnitee.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7, Buyer shall indemnify, defend will indemnify and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning of the Securities Act, and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suitsany losses, claims, proceedingsdamages or liabilities, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")several, to which any such Indemnitee Seller may become subject under the Securities Act or any other statute or common lawotherwise, insofar as any such Loss may losses, claims, damages or liabilities (or actions in respect thereof) arise out of or be are based upon upon: (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registeredthe Registration Statement, any preliminary, prospectus or final or summary prospectus contained thereinin the Registration Statement, or any amendment or supplement thereto, or in thereof; (ii) any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (iii) any violation by Buyer of the Securities Act or any rule, regulation, law, order, ruling or decree promulgated thereunder applicable to the Buyer and relating to action or inaction required of Buyer in connection with such registration; and will reimburse each Indemnitee Seller for any legal (but only with respect to one law firm on behalf of all Sellers) or other expenses reasonably incurred by them in connection with investigating or defending any such Lossloss, claim, damage, liability or action; provided, however, that such indemnification covenant shall Buyer will not (i) apply to any Loss arising out of, or based upon, be liable in any such untrue statement or alleged untrue statement, or any such omission or alleged omission, case if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss loss, claim, damage or liability arises out of such Indemnitee'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 is based upon an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the securities to such person if such statement or omission was corrected so made in conformity with information furnished by a Seller in writing for use in such final Registration Statement or prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnitee and The indemnification provided for under this Section 5.4(g)(i) shall survive the transfer of such securities Shares by any Indemniteethe Sellers.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7Buyer and its permitted assignees shall, Buyer shall indemnifyseverally and not jointly, defend indemnify and hold harmless each Seller participating in such registrationthe Company, the directors, officers, agents and employees, each person Person who controls such Seller the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees")foregoing, to the full fullest extent lawfulpermitted by applicable law, from and against all actionsLosses, suitsas incurred, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise arising solely out of or be based solely upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registeredthe Registration Statement, any preliminary, final or summary prospectus contained thereinProspectus, or any amendment or supplement theretoform of prospectus, or in arising solely out of or based solely upon any filing made in connection with the qualification omission of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order 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 and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; providedmisleading, howeverto the extent, but only to the extent, that such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, omission is contained in or omitted from any information so furnished in writing by such omission Holder or alleged omission, if the Special Counsel to the Company specifically for inclusion in the Registration Statement or such statement or omission Prospectus and that such information was made in reliance reasonably relied upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee the Company for use in connection with preparation the Registration Statement, such Prospectus or such form of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Indemnitee's failure to send Holder expressly for use in the Registration Statement, such Prospectus or give a copy such form of the final prospectus, as the same may be then supplemented or amended, Prospectus Supplement. Notwithstanding anything to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to the written confirmation such Holder as a result of the sale of the securities Registrable Securities pursuant 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 any Indemnitee and shall survive the transfer of such securities by any IndemniteeRegistration Statement.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7The Buyer shall, Buyer shall indemnifyseverally and not jointly, defend indemnify and hold harmless each Seller participating in such registrationthe Company, its directors, officers, agents and employees, each person Person who controls such Seller the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and each of the partnersdirectors, officers, directors, agents or employees and agents of the foregoing in their respective capacities as such (the "Indemnitees")controlling Persons, to the full fullest extent lawfulpermitted by applicable law, from and against all actionsLosses, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")as incurred, to which the extent arising out of or based solely upon: (x) the Buyer’s failure to comply with any such Indemnitee may become subject under applicable prospectus delivery requirements of the Securities Act through no fault of the Company or any other statute or common law, insofar as any such Loss may arise out of or be based upon (y) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registeredRegistration Statement, any preliminary, final or summary prospectus contained thereinProspectus, or in any amendment or supplement thereto, thereto or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing")preliminary prospectus, or the arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out ofthe extent, or based uponbut only to the extent, any that such untrue statement or alleged untrue statementomission is contained in any information so furnished in writing by the Buyer to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, or any but only to the extent, that such omission or alleged omission, if such statement or omission information relates to the Buyer’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in reliance upon and in conformity with written information furnished to writing by the Buyer by or on behalf of such Indemnitee expressly for use in connection with preparation of a Registration Statement (it being understood that the registration statementBuyer has approved Annex A hereto for this purpose), such Prospectus or in any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (iiiii) inure in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the benefit extent, but only to the extent, related to the use by the Buyer of any Indemnitee an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Buyer in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Buyer and prior to the receipt by the Buyer of the Advice contemplated in Section 6(d), but only if and to the extent that any following the receipt of the Advice the misstatement or omission giving rise to such Loss arises out of such Indemnitee's failure to send or give a copy would have been corrected. In no event shall the liability of the final prospectus, as Buyer under this Section 5(b) be greater in amount than the same may be then supplemented or amended, to dollar amount of the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to net proceeds received by the written confirmation of Buyer upon the sale of the securities Registrable Securities giving rise 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeindemnification obligation.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7To the extent permitted by law, Buyer shall indemnify, defend agrees to indemnify and hold harmless Seller, its partners, directors, officers, Affiliates, stockholders, members, employees, trustees and each Seller participating in such registration, each person Person who controls such Seller (within the meaning of the Securities Act, and each Section 15 of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or Section 20 of the Exchange Act) from and against any other statute and all losses, claims, damages, liabilities and expenses (or common lawactions in respect thereof, insofar as and including, but not limited to, any such Loss may arise claims, losses, damages, liabilities or actions relating to purchases and sales of the Registrable Securities), or any action or proceeding in respect thereof (including reasonable costs of investigation, reasonable internal costs and reasonable attorneys’ fees and expenses) (each, a “Liability” and collectively, “Liabilities”) arising out of or be based upon (a) any untrue statement untrue, or alleged untrue allegedly untrue, statement of any a material fact contained in any registration statement under which such securities were registered, any preliminary, final the Registration Statement or summary prospectus contained therein, Prospectus (or any amendment or supplement thereto); (b) the omission, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing")alleged omission, or the omission or alleged omission to state therein a in the Registration Statement or Prospectus (or any amendment or supplement thereto) any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances under which such statements were made; and (c) any violation by Buyer will reimburse each Indemnitee for of any legal applicable Securities Laws or other expenses reasonably incurred any rule or regulation promulgated under any Securities Laws applicable to Buyer in connection with investigating or defending such Lossthe Registration Statement; provided, however, that such indemnification covenant Buyer shall not (i) apply to any Loss arising out of, or based upon, be held liable in any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee case to the extent that any such Loss Liability arises out of such Indemnitee'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 is based upon an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the securities to such person if such statement or omission was corrected contained in such final prospectus. Such indemnity shall remain Registration Statement or Prospectus (or any amendment or supplement thereto) that was made in full force reliance upon and effect regardless of any investigation made in conformity with information with respect to Seller furnished in writing to Buyer by or on behalf of Seller expressly for use therein, including, without limitation, the information furnished to Buyer pursuant to Article V. Buyer also shall provide customary indemnities to any Indemnitee underwriters, if any, of the Registrable Securities, their officers, directors and shall survive employees and each Person who controls such underwriters (within the transfer meaning of such securities by any IndemniteeSection 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of Seller.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7, Buyer shall indemnify, defend will indemnify and hold harmless Seller, any underwriter (as defined in the Securities Act) each Seller participating in such registrationpartner, officer and shareholder, director of Seller, and each person person, if any, who controls Seller or such Seller underwriter within the meaning of the Securities ActAct (but, and each in the case of an underwriter or a controlling person, only if such underwriter or controlling person indemnifies the partners, officers, directors, employees and agents persons mentioned in subdivision (b) of Section 9.5 hereof in the foregoing in their respective capacities as such (the "Indemnitees"manner set forth therein), to the full extent lawful, from and against all actions, suitsany losses, claims, proceedingsdamages or liabilities, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")several, to which Seller or any such Indemnitee may become subject underwriter, partner, officer, shareholder, director or controlling person becomes subject, under the Securities Act or any other statute or common lawotherwise, insofar as any such Loss may arise out of losses, claims, damages or be based upon liabilities (or actions in respect thereof) are caused by any untrue statement or alleged untrue statement of any material fact contained in any registration statement 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 such securities AMNEX Shares were registeredregistered under the Securities Act, any preliminary, final or summary the prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification arising out of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; and Buyer will reimburse each Indemnitee Seller and any such underwriter, partner, officer, shareholder, director or controlling person for any legal or other expenses reasonably incurred by Seller, or any such partner, officer, director, underwriter or controlling person in connection with investigating or defending any such Lossloss, claim, damage, liability or action; provided, however, that such indemnification covenant shall Buyer will not (i) apply be liable to any Loss arising out of, or based upon, such persons in any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee case to the extent that any such Loss loss, claim, damage, liability or action arises out of such Indemnitee'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 is based upon any untrue statement or alleged untrue statement or omission or alleged omission at made in reliance upon and in conformity with information furnished to Buyer in writing by such person expressly for inclusion in any of the foregoing documents; provided, further, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity agreement shall not inure to the benefit of Seller and its partners, officers, shareholder, and directors, underwriter, broker or other person acting on behalf of Seller and each other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act from whom the person asserting any loss, claim, damage, liability or expense purchased the AMNEX Shares which are the subject thereof, if a copy of such final prospectus had been made available to such person and Seller, underwriter, broker or other person acting on behalf of Seller and such final prospectus was not delivered to such person with or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any IndemniteeAMNEX Shares.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7To the extent permitted by law, ------------------------ Buyer shall indemnify, defend will indemnify and hold harmless each Seller participating in such registrationQualified Holder, each person who controls such Seller within the meaning of the Securities Actits officers and directors, and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as Person who Controls such (the "Indemnitees"), to the full extent lawful, from and Qualified Holder against all actions, suitsany losses, claims, proceedingsdamages or liabilities, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")several, to which any such Indemnitee of them may become subject under the Securities Act or any other statute or common lawotherwise, insofar as any such Loss may losses, claims, damages or liabilities (or actions in respect thereof) arise out of or be are based upon any untrue statement or alleged untrue statement of any material fact contained or expressly incorporated by reference in any registration statement under which such securities were registeredstatement, including any preliminary, preliminary prospectus or final or summary prospectus contained therein, therein or any amendment or supplement thereto, or in any filing made in connection with the qualification arise out of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, and Buyer will reimburse each Indemnitee such Qualified Holder, its officers and directors and Controlling Persons for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Lossloss, claim, damage, liability or action, as such expenses are incurred; provided, however, that such indemnification covenant the indemnity agreement contained in this Section 9.5.4.1 shall not (i) apply to any Loss arising out of, or based upon, amounts paid in settlement of any such untrue statement loss, claim, damage, liability or alleged untrue statement, or action if such settlement is effected without Buyer's consent nor shall Buyer be liable in any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee case for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment loss, claim, damage, liability or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee action to the extent that any such Loss it arises out of such Indemnitee'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 is based upon an untrue statement or alleged untrue statement or omission or alleged omission at made in connection any Registration Statement, preliminary prospectus, final prospectus or prior to the amendment or supplement thereto in reliance upon and in conformity with written confirmation of the sale of the securities to information furnished expressly for use in connection with such person if registration by such statement Qualified Holder, its officers and directors, any Controlling Person 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeagent.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7The Buyer shall, Buyer shall indemnifyseverally and not jointly, defend indemnify and hold harmless each Seller participating in such registrationthe Company, its directors, officers, agents and employees, each person Person who controls such Seller the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and each of the partnersdirectors, officers, directors, agents or employees and agents of the foregoing in their respective capacities as such (the "Indemnitees")controlling Persons, to the full fullest extent lawfulpermitted by applicable law, from and against all actionsLosses, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")as incurred, to which the extent arising out of or based solely upon: (x) the Buyer's failure to comply with any such Indemnitee may become subject under applicable prospectus delivery requirements of the Securities Act through no fault of the Company or any other statute or common law, insofar as any such Loss may arise out of or be based upon (y) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registeredRegistration Statement, any preliminary, final or summary prospectus contained thereinProspectus, or in any amendment or supplement thereto, thereto or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing")preliminary prospectus, or the arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out ofthe extent, or based uponbut only to the extent, any that such untrue statement or alleged untrue statementomission is contained in any information so furnished in writing by the Buyer to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, or any but only to the extent, that such omission or alleged omission, if such statement or omission information relates to the Buyer's proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in reliance upon and in conformity with written information furnished to writing by the Buyer by or on behalf of such Indemnitee expressly for use in connection with preparation of a Registration Statement (it being understood that the registration statementBuyer has approved Annex A hereto for this purpose), such Prospectus or in any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (iiiii) inure in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the benefit extent, but only to the extent, related to the use by the Buyer of any Indemnitee an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Buyer in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Buyer and prior to the receipt by the Buyer of the Advice contemplated in Section 6(d), but only if and to the extent that any following the receipt of the Advice the misstatement or omission giving rise to such Loss arises out of such Indemnitee's failure to send or give a copy would have been corrected. In no event shall the liability of the final prospectus, as Buyer under this Section 5(b) be greater in amount than the same may be then supplemented or amended, to dollar amount of the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to net proceeds received by the written confirmation of Buyer upon the sale of the securities Registrable Securities giving rise 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeindemnification obligation.

Indemnification by Buyer. In connection with any registration pursuant Buyer hereby agrees to this Section 7, Buyer shall indemnify, defend indemnify and hold harmless each Seller participating in such registrationSeller, each person who controls such Seller within the meaning of the Securities Act, and each of the partners, its officers, directors, employees employees, agents, advisers, affiliates and agents of the foregoing in their respective capacities as such associates, harmless from all loss, liability and expense (the "Indemnitees"), to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, including reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made expenses in connection with the qualification contest of any claim and interest on any claim paid by Seller), which Seller may incur or sustain by reason of the offering under blue sky fact that (i) Buyer should breach or other securities laws fail to comply with any of jurisdictions the terms, conditions, covenants or agreements or any exhibits attached hereto, or any of them contained herein, (ii) any representations or warranties made by Buyer in which this Agreement should prove to be false or materially erroneous, (iii) any claims, actions, suits, investigations or proceedings, pending or threatened, are or have been made or commenced by, against, involving or arising out of (A) the Common Stock subject Assumed Obligations, or (B) attributable to registration rights any state of facts existing or any event occurring after the Closing Date (to the extent included in the Assumed Obligations), (iv) all claims, actions, suits, investigations or proceedings, pending or threatened, are offered ("Blue Sky Filing")or have been made or commenced by, against, involving or arising out of the operation by Buyer of the Hardware Service business of Seller acquired hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading and Buyer will reimburse each Indemnitee for any legal sale, transfer or other expenses reasonably incurred disposition by Buyer of all or any part of the Service Assets, from and after the Closing Date, except, in each case, if such liability arises in connection with investigating the breach of any of the representations, warranties, covenants or defending such Lossagreements made by Seller in this Agreement, any Schedule or Exhibit hereto or any certificate or instrument delivered in connection herewith, (v) any action, suit, proceeding, compromise, settlement, assignment, judgment or arbitration arising out of or incidental to any of the matters indemnified against in this Paragraph 8.01(b); provided, however, that such indemnification covenant Buyer shall not (ibe obligated to indemnify a Seller Indemnified Party and hold it harmless under this Paragraph 8.01(b) apply with respect to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omissionsettlement of a claim to which Buyer has not consented, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeconsent has not been unreasonably withheld.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7, Buyer shall indemnify, defend and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning of the Securities Act, and each of the partnersits shareholders, officers, directors, employees employees, subsidiaries, agents, successors, and agents of the foregoing in their respective capacities as such affiliates (the "IndemniteesSellers Indemnified Parties") from, against and with respect to any and all loss, damage, claim, action, suit, proceeding (civil or criminal), to deficiency or expense arising or resulting from, or attributable to, any of the full extent lawfulfollowing: (a) any loss, damage, claim, action, suit, proceeding, litigation, judgment, decision, decree, injunction, or ruling affecting Buyer, Sellers Indemnified Parties or the Transferred Business which results from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses acts omissions after the Closing Date for which Buyer is legally responsible. (including, without limitation, reasonable attorneys' fees and disbursements), whether joint b) any misrepresentation or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement breach of any material fact representation or warranty of Buyer contained herein or in any registration statement under which such securities were registeredreport, any preliminaryagreement, final schedule or summary prospectus contained thereindocument attached hereto, or any amendment or supplement thereto, or in any filing made closing document delivered in connection with the qualification transactions contemplated by such documents; (c) any breach or default by Buyer of the offering under blue sky any covenant, obligation or other securities laws of jurisdictions undertaking on its part contained herein or in which the Common Stock subject to registration rights are offered ("Blue Sky Filing")any report, schedule, agreement or the omission document attached hereto or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred Closing document delivered in connection with investigating the transactions contemplated by such documents; (d) any cost, expense or defending such Lossliability incurred by Sellers Indemnified Parties as a result of a claim for investment banker's fees, brokerage, transactional or similar fees by any person asserting it was engaged by Buyer or any of its affiliates; providedand (e) any reasonable and necessary out-of-pocket costs, howeverincluding without limitation, that such indemnification covenant shall not (i) apply legal, accounting, engineering and other professional fees, fines, penalties, compliance costs, financial assurance requirements, capital equipment and maintenance costs, investigation and remediation costs, engineering, contractors, consultants experts and other professional fees, resulting from or attributable to any Loss arising out ofmatter or thing mentioned or described in clauses (a) through (d) above, and all such reasonable and necessary expenses incurred by Sellers Indemnified Parties in seeking enforcement against Buyer with respect to any matter or based upon, any such untrue statement thing mentioned or alleged untrue statement, or any such omission or alleged omission, described in clauses (a) through (d) above (if such statement or omission was made in reliance upon and in conformity with written information furnished it is ultimately determined that Sellers Indemnified Parties are entitled to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeindemnification).

Indemnification by Buyer. In connection with any Upon the registration of the Registrable Securities pursuant to this Section 72, Buyer shall indemnify, defend hereby agrees to indemnify and hold harmless the Stockholders (and each Seller participating in such registrationof their respective officers and directors) and each underwriter, selling agent or other securities professional, if any, that facilitates the disposition of the Registrable Securities, and each of their respective officers and directors and each person who controls such Seller the Stockholders, underwriter, selling agent or other securities professional within the meaning of the Securities Act, and each Section 15 of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any losses, claims, damages or liabilities, joint or several, to which the Stockholders or such other statute or common lawpersons may become subject, insofar as any such Loss may losses, claims, damages or liabilities (or actions in respect thereof) arise out of or be are based upon any on an untrue statement or alleged untrue statement of any a material fact contained in any effective registration statement under which such securities were registeredRegistrable Securities are to be registered under the Securities Act, or any preliminary, final or summary prospectus contained thereintherein or furnished by Buyer to the Stockholders or other such person, or any amendment or supplement thereto, or in any filing made in connection with the qualification arise out of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, and Buyer will hereby agrees to reimburse each Indemnitee the Stockholders or other person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Lossaction or claim as such expenses are incurred; provided, however, that such indemnification covenant Buyer shall not (i) apply be liable to any Loss arising out of, the Stockholders or based upon, other person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based on an untrue statement or alleged untrue statement, statement or any such omission or alleged omission, if omission made in such effective registration statement or omission was made final prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Buyer by the Stockholders or on behalf of such Indemnitee other person expressly stated for use therein. The indemnity provided for in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity this Section 4.1 shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnitee Stockholder, underwriter or controlling person (or any officer, director, partner, employee or agent of any of the foregoing) and shall survive the transfer of such securities Registrable Securities by any Indemniteesuch Stockholder or such other person.

Indemnification by Buyer. In Buyer will indemnify and hold harmless Seller, and will pay to Seller the monetary value of any Adverse Consequences arising, directly or indirectly, from or in connection with: any breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; any breach by Buyer of any covenant or obligation in this Agreement; any claim by any Person for brokerage or finder’s fees or commissions (including ▇▇▇▇▇▇▇▇ Ball & ▇▇▇▇▇▇, Inc.) or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any registration of the Contemplated Transactions; any Liabilities that arise from Buyer’s operation of the Business subsequent to Close; any Liabilities for any oral agreements regarding the listing of the property in Niles, Illinois; and any Proceedings, demands or assessments incidental to any of the matters set forth in Section 10.3(a) through (e) Notwithstanding the foregoing, (a) indemnification for breach of a covenant or obligation contained in Article 11 will be governed by Article 11; and (b) indemnification for breach of a covenant or obligation contained in Article 12 will be governed by Article 12. For purposes of this Agreement, Buyer will be deemed to have breached its representations and warranties in this Agreement if any third party alleges facts that, if true, would mean Buyer has breached any such representation or warranty. For purposes of this Section, Buyer will be deemed to have breached its representations and warranties in this Agreement of any third party alleges facts that, if true, would mean Buyer has breached any such representation or warranty. If and to the extent any Adverse Consequences with respect to which Seller is entitled to indemnification under this Section 10.3 arise, directly or indirectly, from or in connection with any matter described in Sections 10.3(a) through (e), then Seller will be entitled to be indemnified from and against the entirety of such Adverse Consequences under such Sections notwithstanding that the matter giving rise to such Adverse Consequences may also constitute a breach of Buyer’s representations and warranties contained in this Agreement and such Indenmities shall survive the Closing indefinitely. LIMITATIONS ON AMOUNT—SELLER Seller will have no liability (for indemnification or otherwise) with respect to the matters governed by Section 10.2(a) until the total monetary value of all Adverse Consequences with respect to such matters exceeds $250,000, and then Seller will be liable for the full monetary value of such Adverse Consequences, in excess of $250,000, but less than or equal to $7,500,000. Seller and Buyer will equally share Liability for the monetary value of such Adverse Consequences in excess of $7,500,000, but less than or equal to $12,500,000 provided, however, that Seller will have no Liability (for indemnification or otherwise) for the amount by which the total monetary value of all Adverse Consequences exceeds $12,500,000. Notwithstanding the foregoing limitations, (a) a claim with respect to Section 3.17 will be governed by Article 11; (b) a claim with respect to Section 3.18 will be governed by Article 12; and (c) the limitations in this Section will not apply to Seller’s breach of Section 3.6, or Section 3.26, or to Seller’s breach of any of its other representations and warranties of which breach Seller had Knowledge before the date on which Seller made such representation and warranty; Seller will be liable for all Adverse Consequences with respect to such breaches. Notwithstanding anything in this Agreement to the contrary, Seller’s aggregate liability with respect to Articles 10, 11, and 12 or otherwise, will not exceed the Purchase Price, as adjusted by the Adjustment Amount pursuant to Section 2.2 and less any amounts held in escrow from time to time. LIMITATIONS ON AMOUNT—BUYER Buyer will have no liability (for indemnification or otherwise) with respect to the matters governed by Section 10.3(a) until the total monetary value of all Adverse Consequences with respect to such matters exceeds $250,000, and then Buyer will be liable for the full monetary value of such Adverse Consequences, including the initial $250,000, provided, however, that Buyer will have no liability (for indemnification or otherwise) for the amount by which the total monetary value of all Adverse Consequences exceeds the Purchase Price. Notwithstanding the foregoing, this Section 7will not apply to Buyer’s breach of Section 4.5 or any of its other representations and warranties of which breach Buyer had knowledge before the date on which it made such representation and warranty; Buyer will be liable for all Adverse Consequences with respect to such breaches. PROCEDURE FOR INDEMNIFICATION—DEFENSE OF THIRD-PARTY CLAIMS Promptly after receipt by a Person entitled to indemnity under Section 10.2 or 10.3 (an “Indemnified Person”) of notice of the assertion of a third-party claim against it, Buyer shall indemnifythe Indemnified Person will, defend if a claim is to be made against a Person obligated to indemnify under such Section (an “Indemnifying Person”), give notice to the Indemnifying Person of the assertion of such claim. An Indemnified Person’s failure to notify an Indemnifying Person will not relieve the Indemnifying Person of any Liability that it may have to the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person’s failure to give such notice. If any claim referred to in Section 10.6(a) is brought against an Indemnified Person by means of a Proceeding and hold harmless each Seller participating the Indemnified Person gives notice to the Indemnifying Person of the commencement of such Proceeding, the Indemnifying Person will be entitled to participate in such registration, each person who controls such Seller within the meaning of the Securities Act, and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees")Proceeding and, to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")that it wishes, to which assume the defense of such Proceeding with counsel satisfactory to the Indemnified Person (unless (i) the Indemnifying Person is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Agreement for any such Indemnitee may become subject under the Securities Act fees of other counsel or any other statute or common lawexpenses with respect to the defense of such Proceeding, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made each case subsequently incurred by the Indemnified Person in connection with the qualification defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification unless the Indemnifying Person states in writing at the time that it assumes such defense that its assumption of such defense is without prejudice to, and does not operate as a waiver of, any of the offering under blue sky Indemnifying Person’s rights or other securities laws claims to deny that such Proceeding are within the scope of jurisdictions in which the Common Stock and subject to registration rights are offered indemnification ("Blue Sky Filing"a “Reservation of Rights Event”), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that upon the occurrence of a Reservation of Rights Event, the purported Indemnified Person shall have the right to participate in such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon Proceeding with legal counsel of its own choosing and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation at the sole cost and expense of the registration statementpurported Indemnified Person, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation of Laws or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (iii) the Indemnified Person will have no Liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Person of the commencement of any Proceeding and the Indemnifying Person does not, within 20 days after the Indemnified Person’s notice is given, give notice to the benefit Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Person. Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates, other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Proceeding, but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). Notwithstanding the provisions of Sections 10.6(a) through (d), Buyer will be entitled to assume control of any Indemnitee Cleanup and related Proceeding arising from a claim relating to any Environmental, Health and Safety Liability, provided, however, that prior to entering any agreement or plan with a third party relating to such Cleanup, Buyer will submit to and obtain Seller’s written consent for such agreement or plan, which consent will not be unreasonably withheld. PROCEDURE FOR INDEMNIFICATION—OTHER CLAIMS A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party obligated to indemnify and will be paid promptly after such notice. INTEREST Indemnification of any cash disbursement by an Indemnified Person under this Article, Article 11 or Article 12 will include interest from the date of the disbursement to the date of indemnification at the rate of 6% per annum. EXCLUSIVE REMEDY Except for actions for fraud or securities fraud, Buyer and Seller acknowledge and agree that from and after the Closing, the indemnification provisions in this Article 10 shall be the exclusive remedy of the parties with respect to the Contemplated Transactions, and the certificates delivered in connection with, this Agreement. With respect to actions for fraud or securities fraud; the right of a party to be indemnified and held harmless pursuant to the indemnification provisions in this Agreement shall be in addition to and cumulative of any other remedy of such party at law or equity; and no such party shall, by exercising any remedy available to it under this Article 10, be deemed to have elected such remedy exclusively or to have waived any other remedy, whether at law or in equity, available to it. Without limiting the generality of the foregoing, Buyer and Seller hereby waive any rights relating to matters arising under CERCLA. TAX MATTERS TAX RETURNS To the extent required by applicable Tax Law, Parent shall include the income and loss of the Acquired Companies (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on Parent’s consolidated U.S. federal income Tax Returns for all periods through the Closing Date and timely pay or cause the Acquired Companies to timely pay any Taxes attributable to such income. For all taxable periods ending on or before the Closing Date, to the extent required by applicable Tax Law, Parent shall cause the Acquired Companies to join in Parent’s consolidated federal income Tax Return and, in jurisdictions requiring separate reporting from Parent, to timely file separate Tax Returns (including, but not limited to, state, local or foreign Tax Returns). Seller will cause the Acquired Companies to timely pay any Taxes shown as due thereon (or due with respect to Tax Returns for which an extension has been granted) or which are otherwise required to be paid at any time prior to or during such period. Such Tax Returns shall be prepared using accounting methods and other practices that are consistent with those used by the Acquired Companies in their prior Tax Returns. Items to be taken into account in the Acquired Companies’ Tax Returns for the short taxable period ending on the Closing Date will be determined under the “closing-the-books” method as described in Treasury Regulation Section 1.1502-76(b)(2)(i) (or any such Loss arises out similar provision of such Indemnitee's failure state, local or foreign law). Parent or Seller will deliver, or cause to send or give be delivered, a copy draft of each of the final prospectus, as Tax Returns for the same may be then supplemented or amended, Acquired Companies to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or Buyer not less than 90 days prior to the written confirmation due date for filing such Tax Returns, and Buyer will provide Seller with its comments on, and proposed changes to, such Tax Returns not later than 60 days prior to such due date; provided, however that Buyer’s comments shall be limited to only those items that may affect Buyer’s liability for taxes under this Article 11. If any aspect of Buyer’s comments and proposed changes is in dispute within 30 days prior to the due date for filing such Tax Returns, the matter in dispute will be submitted to a mutually acceptable, nationally-recognized firm of certified public accountants for resolution. The decision of such accountant will be final and binding on the parties, and the fees and expenses of the sale accountant will be paid one-half by Buyer and one-half by Seller. Buyer will prepare and file, or cause to be prepared and filed, all of the securities Acquired Companies’ Tax Returns for all taxable years or periods ending after the Closing Date, and Buyer will pay, or cause to such person if such statement or omission was corrected be paid, all Taxes shown as due thereon; provided, that with respect to any Straddle Period, Buyer will be entitled to indemnification as set forth in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnitee and shall survive the transfer of such securities by any IndemniteeSection 11.3.

Indemnification by Buyer. In Buyer will indemnify and hold harmless Seller, and will pay to Seller the monetary value of any Adverse Consequences arising, directly or indirectly, from or in connection with: any breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; any breach by Buyer of any covenant or obligation in this Agreement; any claim by any Person for brokerage or finder’s fees or commissions (including P▇▇▇▇▇▇▇ Ball & W▇▇▇▇▇, Inc.) or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any registration pursuant of the Contemplated Transactions; any Liabilities that arise from Buyer’s operation of the Business subsequent to Close; any Liabilities for any oral agreements regarding the listing of the property in Niles, Illinois; and any Proceedings, demands or assessments incidental to any of the matters set forth in Section 10.3(a) through (e) Notwithstanding the foregoing, (a) indemnification for breach of a covenant or obligation contained in Article 11 will be governed by Article 11; and (b) indemnification for breach of a covenant or obligation contained in Article 12 will be governed by Article 12. For purposes of this Agreement, Buyer will be deemed to have breached its representations and warranties in this Agreement if any third party alleges facts that, if true, would mean Buyer has breached any such representation or warranty. For purposes of this Section, Buyer will be deemed to have breached its representations and warranties in this Agreement of any third party alleges facts that, if true, would mean Buyer has breached any such representation or warranty. If and to the extent any Adverse Consequences with respect to which Seller is entitled to indemnification under this Section 710.3 arise, Buyer shall indemnifydirectly or indirectly, defend and hold harmless each Seller participating from or in such registration, each person who controls such Seller within the meaning of the Securities Act, and each of the partners, officers, directors, employees and agents of the foregoing connection with any matter described in their respective capacities as such Sections 10.3(a) through (the "Indemnitees"e), then Seller will be entitled to the full extent lawful, be indemnified from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement the entirety of such Adverse Consequences under such Sections notwithstanding that the matter giving rise to such Adverse Consequences may also constitute a breach of Buyer’s representations and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement of any material fact warranties contained in any registration statement under which this Agreement and such securities were registeredIndenmities shall survive the Closing indefinitely. LIMITATIONS ON AMOUNT—SELLER Seller will have no liability (for indemnification or otherwise) with respect to the matters governed by Section 10.2(a) until the total monetary value of all Adverse Consequences with respect to such matters exceeds $250,000, any preliminaryand then Seller will be liable for the full monetary value of such Adverse Consequences, final in excess of $250,000, but less than or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject equal to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading $7,500,000. Seller and Buyer will reimburse each Indemnitee equally share Liability for any legal the monetary value of such Adverse Consequences in excess of $7,500,000, but less than or other expenses reasonably incurred in connection with investigating or defending such Loss; equal to $12,500,000 provided, however, that such Seller will have no Liability (for indemnification covenant shall or otherwise) for the amount by which the total monetary value of all Adverse Consequences exceeds $12,500,000. Notwithstanding the foregoing limitations, (a) a claim with respect to Section 3.17 will be governed by Article 11; (b) a claim with respect to Section 3.18 will be governed by Article 12; and (c) the limitations in this Section will not (i) apply to any Loss arising out ofSeller’s breach of Section 3.6, or based upon, any such untrue statement or alleged untrue statementSection 3.26, or to Seller’s breach of any of its other representations and warranties of which breach Seller had Knowledge before the date on which Seller made such omission or alleged omission, if representation and warranty; Seller will be liable for all Adverse Consequences with respect to such statement or omission was made breaches. Notwithstanding anything in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure this Agreement to the benefit of any Indemnitee contrary, Seller’s aggregate liability with respect to Articles 10, 11, and 12 or otherwise, will not exceed the extent that any such Loss arises out of such Indemnitee's failure to send or give a copy of the final prospectusPurchase Price, as adjusted by the same may be then supplemented or amended, Adjustment Amount pursuant to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior Section 2.2 and less any amounts held in escrow from time to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteetime.

Indemnification by Buyer. In connection with any registration To the fullest extent permitted by law, ------------------------ Buyer will indemnify and hold harmless each selling Holder, each underwriter of Buyer Common Stock being sold by such Holders pursuant to this Section 75.10 and each person, Buyer shall indemnifyif any, defend and hold harmless each Seller participating in such registration, each person who controls any such Seller Holder or underwriter within the meaning of the Securities Act, and each of Act or the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and Exchange Act against all actions, suits, claims, proceedings, costslosses, damages, judgments, amounts paid in settlement liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which they or any such Indemnitee may of them become subject under the Securities Act, the Exchange Act or under any other statute or at common lawlaw or otherwise and, except as hereinafter provided, will promptly reimburse each such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as any such Loss may losses, claims, damages, expenses, liabilities or actions arise out of or be are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, and any preliminary, final or summary prospectus contained therein, filed pursuant to Section 5.10 or any post- effective amendment thereto or supplement thereto, arise out of or in are based upon any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or any violation by Buyer of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to Buyer and relating to action or inaction required by Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Lossregistration; provided, however, that such indemnification covenant Buyer shall not (i) apply be liable to any Loss arising out ofsuch Holder, underwriter or based uponcontrolling person in respect of any claims, losses, damages, liabilities and expenses resulting from any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to Buyer by such Holder or on behalf of such Indemnitee underwriter specifically for use in connection with preparation of the such registration statement, any preliminary statement and prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteepost-effective amendment.

Indemnification by Buyer. In connection with any registration To the fullest extent permitted by law, Buyer will indemnify and hold harmless each selling Holder, each underwriter of Buyer Common Stock being sold by such Holders pursuant to this Section 75.11 and each person, Buyer shall indemnifyif any, defend and hold harmless each Seller participating in such registration, each person who controls any such Seller Holder or underwriter within the meaning of the Securities Act, and each of Act or the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and Exchange Act against all actions, suits, claims, proceedings, costslosses, damages, judgments, amounts paid in settlement liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which they or any such Indemnitee may of them become subject under the Securities Act, the Exchange Act or under any other statute or at common lawlaw or otherwise and, except as hereinafter provided, will promptly reimburse each such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as any such Loss may losses, claims, damages, expenses, liabilities or actions arise out of or be are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, and any preliminary, final or summary prospectus contained therein, filed pursuant to Section 5.11 or any post-effective amendment thereto or supplement thereto, arise out of or in are based upon any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or any violation by Buyer of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to Buyer and relating to action or inaction required by Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Lossregistration; provided, however, that such indemnification covenant Buyer shall not (i) apply be liable to any Loss arising out ofsuch Holder, underwriter or based uponcontrolling person in respect of any claims, losses, damages, liabilities and expenses resulting from any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to Buyer by such Holder or on behalf of such Indemnitee underwriter specifically for use in connection with preparation of the such registration statement, any preliminary statement and prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteepost-effective amendment.

Indemnification by Buyer. In connection with any registration pursuant Buyer hereby covenants and agrees that, to this Section 7the fullest extent permitted by Legal Requirement, Buyer shall indemnifyit will defend, defend indemnify and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning of the Securities ActBorrower and its Related Persons (including but not limited to LPN) and Representatives, and each of the partners, their respective officers, directors, employees members, managers, employees, agents, and agents Representatives, and all successors and assigns of the foregoing in their respective capacities as such (each, a “Borrower Indemnified Person” and collectively, the "Indemnitees"“Borrower Indemnified Persons”), to the full extent lawfulfor, from and against all actionsany Adverse Consequences incurred by a Borrower Indemnified Person, suitsarising from or in connection with: (i) any Breach of any representation, claimswarranty, proceedingscovenant, costsobligation or agreement made by Buyer in the Transaction Documents, damagesthe Schedules and Exhibits hereto, judgmentsthe certificates delivered hereunder, amounts paid in settlement and expenses (includingany transfer instrument, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute certificate, document, writing or common law, insofar as any such Loss may arise out of instrument delivered by Buyer pursuant to or be based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made otherwise in connection with the qualification Transaction Documents; (ii) any Liability of Buyer or its Related Persons; (iii) any Liability of Buyer based on facts, events or circumstances occurring before the offering under blue sky Effective Date, or other securities laws arising out of jurisdictions or in which connection with the Common Stock subject ownership and operation of Buyer, Buyer’s assets, and Buyer’s business prior to registration rights are offered the Effective Date, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; ("Blue Sky Filing")iv) any Liability of Buyer to any Related Person; (v) any Liability of MANA or its Related Persons; (vi) any claim, action or proceeding by any Person or any Liability of MANA based on facts, events or circumstances occurring before the Effective Date, or the omission ownership and operation of MANA, MANA’s assets, and MANA’s business prior to the Effective Date, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; (vii) the Termination, Surrender and Release Agreement; (viii) the issuance, contribution or sale of the Closing Stock Capital Contribution, including without limitation, any Liability of Borrower or any Borrower Indemnified Person based on claims of statutory underwriter status; or (ix) any claim, action or proceeding by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding made, or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading and have been made, by any Person with Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, this Agreement or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any IndemniteeContemplated Transactions.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7From and after the Closing, Buyer shall indemnify, defend indemnify and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning of the Securities Act, and each of Seller’s Affiliates and the partners, officers, directors, employees employees, attorneys, agents, representatives, successors and agents assigns of the foregoing Seller and its Affiliates (collectively, “Seller Indemnitees”) in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from respect of any and against all actions, suits, actual claims, proceedings, costslosses, damages, judgmentsLiabilities, amounts paid in settlement penalties, interest, costs and expenses (includingincluding any actual reasonable attorney, without limitation, reasonable attorneys' accountant and consultant fees and disbursements)other expenses, whether joint or several (collectively, a "Loss"), to which including any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading actual and Buyer will reimburse each Indemnitee for any legal or other reasonable expenses reasonably incurred in connection with investigating investigating, defending against or defending settling any such Lossclaims, but excluding any claims, losses, damages, Liabilities, penalties, interest, costs or expenses that are consequential, special or punitive, are in the nature of lost profits or diminution in value or are otherwise not actual claims, losses, damages, Liabilities, penalties, interest, costs or expenses; provided, however, that nothing herein will be construed to exclude any losses, Liabilities, claims or expenses that are actual losses, Liabilities, claims or expenses arising from third party claims regardless of the nature of the payment) incurred by Seller Indemnitees (“Seller Losses”), in connection with, or resulting from, any and all of the following: (a) Any breach by Buyer of any representation or warranty of Buyer set forth in this Agreement; (b) Any breach of any covenant, agreement or obligation of Buyer contained in this Agreement; (c) The operation or ownership of the Business or the Assets after the Closing; (d) The failure of Buyer to pay any sales, use or transfer Taxes expressly required to be paid by Buyer pursuant to Section 2.9; and (e) The Assumed Liabilities. Notwithstanding any other provisions in this Agreement, the remedies provided for in this ARTICLE 8 shall constitute the sole and exclusive remedy for any post-Closing claims made by any Seller Indemnitee in connection with this Agreement or Seller Losses, except to the extent such indemnification covenant claims are based upon fraud, willful misconduct or bad faith on the part of Buyer. No Seller Indemnitee shall not (i) apply to have recourse against any Loss arising out officer, director or employee of Buyer or its Affiliates in such capacities in connection with, and each of Seller and its Affiliates hereby waives and releases and discharges, on behalf of itself and all Buyer Indemnitees, all officers, directors and employees of Buyer and its Affiliates in such capacities from and against, any and all Seller Losses, directly or indirectly, as a result of, or based upon, upon or arising from the conduct of the Business and any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement act or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure respect to the benefit of any Indemnitee Business on or after the Closing or from this Agreement or the transactions contemplated by this Agreement, except to the extent that based upon the fraud, willful misconduct or bad faith of any such Loss arises out of such Indemnitee's failure to send officer director 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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeemployee.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7, Buyer shall indemnify, defend will indemnify and hold harmless each Seller participating the Selling Shareholders and any underwriter (as defined in such registration, each person who controls such Seller within the meaning of the Securities Act) (but, and each in the case of an underwriter, only if such underwriter indemnifies the partners, officers, directors, employees and agents persons mentioned in subdivision (b) of Section 10.5 hereof in the foregoing in their respective capacities as such (the "Indemnitees"manner set forth therein), to the full extent lawful, from and against all actions, suitsany losses, claims, proceedingsdamages or liabilities, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")several, to which the Selling Shareholders or any such Indemnitee may become subject underwriter becomes subject, under the Securities Act or any other statute or common lawotherwise, insofar as any such Loss may arise out of losses, claims, damages or be based upon liabilities (or actions in respect thereof) are caused by any untrue statement or alleged untrue statement of any material fact contained in any registration statement 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 such securities AMNEX Shares were registeredregistered under the Securities Act, any preliminary, final or summary the prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification arising out of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; and Buyer will reimburse each Indemnitee the Selling Shareholders and any such underwriter for any legal or other expenses reasonably incurred by the Selling Shareholders, or underwriter in connection with investigating or defending any such Lossloss, claim, damage, liability or action; provided, however, that such indemnification covenant shall Buyer will not (i) apply be liable to any Loss arising out of, or based upon, such persons in any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee case to the extent that any such Loss loss, claim, damage, liability or action arises out of such Indemnitee'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 is based upon any untrue statement or alleged untrue statement or omission or alleged omission at made in reliance upon and in conformity with information furnished to Buyer in writing by such person expressly for inclusion in any of the foregoing documents; provided, further, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity agreement shall not inure to the benefit of the Selling Shareholders and underwriter, broker or other person acting on behalf of the Selling Shareholders and each other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act from whom the person asserting any loss, claim, damage, liability or expense purchased the AMNEX Shares which are the subject thereof, if a copy of such final prospectus had been made available to such person and the Selling Shareholders, underwriter, broker or other person acting on behalf of the Selling Shareholders and such final prospectus was not delivered to such person with or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any IndemniteeAMNEX Shares.

Indemnification by Buyer. In connection with Upon any registration of any of the Registrable Securities under the Securities Act pursuant to this Section 7Agreement, to the extent permitted by law, the Buyer shall indemnify, defend will indemnify and hold harmless each Seller participating in such registrationSeller, its partners, directors and officers and each person other Person, if any, who controls such Seller within the meaning of the Securities Act, and Act or the Exchange Act (each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the Person being a "IndemniteesCovered Person"), to the full extent lawful, from and ) against all actions, suitsany losses, claims, proceedingsdamages or liabilities, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")several, to which any such Indemnitee Covered Person may become subject under the Securities Act Act, the Exchange Act, state securities laws or any other statute or common lawotherwise, insofar as any such Loss may losses, claims, damages or liabilities (or actions in respect thereof) arise out of or be are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement Shelf Registration Statement under which such securities any Registrable Securities were registeredregistered under the Securities Act, any preliminary, preliminary or final or summary prospectus contained thereinin any Shelf Registration Statement, or any amendment or supplement thereto, to any Shelf Registration Statement or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; and the Buyer will reimburse each Indemnitee such Covered Person for any legal or any other expenses reasonably incurred by such Covered Person in connection with investigating or defending any such Lossloss, claim, damage, liability or action; provided, however, that such indemnification covenant shall the Buyer will not (i) apply be liable to any Loss arising out of, or based upon, Covered Person in any such case (x) to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statementomission made in such Shelf Registration Statement or prospectus, or any such omission amendment or alleged omissionsupplement, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer the Buyer, in writing, by or on behalf of such Indemnitee Covered Person specifically for use in connection with the preparation thereof or (y) in the case of the registration statementa sale directly by a Seller, any preliminary prospectus such untrue statement or final prospectus omission was contained in the registration statement, any such prospectus and corrected in an amendment or supplement thereto or any Blue Sky Filing or (ii) inure provided to the benefit of any Indemnitee such Seller and thereafter such Seller failed to the extent that any such Loss arises out of such Indemnitee's failure to send or give deliver a copy of the final prospectus, as the same may be then amended or supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission prospectus at or prior to the written confirmation of the sale of any Registrable Securities to the securities to person asserting any such person if such statement loss, claim, damage 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeliability.

Indemnification by Buyer. In connection with the event of any registration under the Securities Act of any offering including Registrable Securities, Buyer hereby agrees to indemnify and hold harmless D▇▇▇▇▇ with respect to each registration of Registrable Securities that has been effected pursuant to this Section 7Agreement, Buyer shall indemnify, defend and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning of the Securities Act, and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suitsany losses, claims, proceedingsdamages or liabilities or proceedings in respect thereof, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss")several, to which any such Indemnitee D▇▇▇▇▇ may become subject under the Securities Act or any other statute or common lawotherwise, insofar as any such Loss may losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or be are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities Registrable Securities were registeredregistered under the Securities Act, in any preliminary, preliminary prospectus or final or summary prospectus contained therein, therein or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (iii) any failure or alleged failure of Buyer to comply with any applicable statute, rule or regulation in connection with the registration statement or the offering, and Buyer will reimburse each Indemnitee D▇▇▇▇▇ for any legal or other expenses reasonably incurred by D▇▇▇▇▇ in connection with investigating or defending any such Lossloss, claim, damage, liability or proceeding; provided, howeverPROVIDED, that such indemnification covenant shall Buyer will not (i) apply to any Loss arising out of, or based upon, be liable in any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee case to the extent that any such Loss loss, claim, damage or liability arises out of such Indemnitee'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 is based upon an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the securities to such person if such statement or omission was corrected made in such registration statement, said preliminary or final prospectus. Such indemnity shall remain prospectus or said amendment or supplement in full force reliance upon and effect regardless of any investigation made in conforming with written information furnished by or on behalf of any Indemnitee and shall survive D▇▇▇▇▇ specifically for use in the transfer of such securities by any Indemniteepreparation thereof.

Indemnification by Buyer. In connection with any registration pursuant Buyer hereby indemnifies and agrees to this Section 7, Buyer shall indemnify, defend and hold harmless each Seller participating harmless on an after-tax basis from, against and in such registrationrespect of (and shall on demand reimburse for): (a) Any and all loss, each person who controls such liability, or damage suffered or incurred by a Seller within the meaning by reason of the Securities Actany untrue representation, breach of warranty or nonfulfillment of any covenant or Agreement of Buyer contained in this Agreement or in any certificate delivered to Sellers pursuant hereto; and (b) Any and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suits, proceedings, claims, proceedingsdemands, costs, damagesassessments, judgments, amounts paid in settlement costs and expenses (expenses, including, without limitation, reasonable attorneys' legal fees and disbursements)expenses, whether joint incident to any of the foregoing and incurred in attempting to oppose the imposition thereof or several in connection with any investigation thereof, or in enforcing this indemnity; provided, however, that no claim arising out of a breach of any representation or warranty made by Buyer in this Agreement shall be asserted by Seller against Buyer under this Paragraph 8.2 unless written notice of such claim setting forth in reasonable detail the nature thereof shall have been given to Buyer prior to the termination, if any, of the survival period relating to such claim as provided in Paragraph 8.3. (collectivelyc) Any losses, a "Loss")claims, damages or liabilities to which any such Indemnitee a Seller may become subject under the Securities Act or any other statute or common law, otherwise insofar as any such Loss may losses, claims, damages or liabilities (or actions in respect thereof) arise out of or be are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registeredthe Registration Statement, any preliminary, final or summary the prospectus contained therein, or any amendment or supplement theretoto either of them, or in any filing made in connection with the qualification arise out of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or based upon the omission or alleged omission to state therein a material fact required to be stated therein in such Registration Statement or prospectus or necessary in order to make the statements, in light of the circumstances under which they 38 44 were made, not misleading, as long as such statements therein were not misleading made by the Sellers and the Buyer will reimburse each Indemnitee the Sellers for any legal or other expenses reasonably for one legal counsel incurred by the Sellers incurred by the Sellers in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement loss, claim, damage or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such Indemnitee for use in connection with preparation of the registration statement, any preliminary prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteeliability.

Indemnification by Buyer. In connection with any registration pursuant to this Section 7To the extent permitted by law, Buyer shall indemnify, defend will indemnify each Shareholder requesting or joining in a registration and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning underwriter and selling broker of the Securities Actsecurities so registered (collectively, and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and ) against all actions, suits, claims, proceedingslosses, costs, damages, judgments, amounts paid damages and liabilities (or actions in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise respect thereof) arising out of or be based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement under which such securities were registeredprospectus, offering circular or other document incident to any preliminaryregistration, final qualification or summary prospectus contained therein, or any amendment or supplement thereto, compliance (or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to related registration rights are offered ("Blue Sky Filing")statement, notification or the like) or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they were made, or any violation by Buyer of any rule or regulation promulgated under the 1933 Act and/or the Securities Exchange Act of 1934, as amended (the "1934 Act"), applicable to Buyer and relating to action or inaction required of Buyer in connection with any such registration, qualification or compliance. Buyer will reimburse each such Indemnitee for any legal or and any other expenses reasonably incurred in connection with investigating or defending any such Lossclaim, loss, damage, liability or action; provided, however, that such indemnification covenant shall Buyer will not (i) apply to any Loss arising out of, or based upon, be liable in any such case to the extent that any such claim, loss, damage or liability is caused by any untrue statement (or alleged untrue statement, ) or any such omission (or alleged omission, if such statement or omission was ) so made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of an instrument duly executed by such Indemnitee Indemnitees and stated to be specifically for use in connection such prospectus, offering circular or other document, and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with preparation of the SEC at the time the registration statement, any preliminary prospectus statement becomes effective or final prospectus contained in the amended prospectus filed with the SEC at the time the registration statement, any such amendment statement becomes effective or supplement thereto or any Blue Sky Filing or in the amended prospectus filed with the SEC pursuant to Rule 424(b) (ii) the "Final Prospectus"). Such indemnity agreement shall not inure to the benefit of any underwriter, or any Indemnitee to the extent that any such Loss arises out of such Indemnitee's failure to send or give if there is no underwriter, if a copy of the final prospectus, as the same may be then supplemented or amended, Final Prospectus was not furnished to the person or entity asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemnitee.loss, liability,

Indemnification by Buyer. In connection with Buyer hereby covenants and agrees that notwithstanding any registration pursuant to this Section 7, Buyer shall indemnify, defend and hold harmless each Seller participating in such registration, each person who controls such Seller within the meaning of the Securities Act, and each of the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and against all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which investigation made at any such Indemnitee may become subject under the Securities Act or any other statute or common law, insofar as any such Loss may arise out of or be based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or in any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading and Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Loss; provided, however, that such indemnification covenant shall not (i) apply to any Loss arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to Buyer time by or on behalf of such Indemnitee for use Seller or any information Seller may have and regardless of the Closing of the purchase of the Assets hereunder, Buyer shall indemnify Seller and its directors, officers, shareholders, affiliates, attorneys and each of their successors and assigns (each individually referred to herein as a “Seller Indemnified Party”) and hold each harmless from, against and in respect of any and all Indemnified Claims arising by reason of or in connection with preparation any of the registration statementfollowing: (a) Any and all Indemnified Claims against a Seller Indemnified Party of any nature, whether accrued, absolute, contingent or otherwise attributable to any event occurring after the Closing (whether known or unknown to Seller, or Buyer) relating to the Seller or operation by Buyer of the Business from and after the Closing, except if (i) such liability results from or arises in connection with the breach of any of the representations, warranties, covenants or agreements made by Seller in this Agreement, any preliminary prospectus or final prospectus contained in the registration statementother agreement referred to herein, any such amendment Schedule or supplement thereto Exhibit hereto, any of the Settlement Documents, or any Blue Sky Filing certificate, instrument or writing delivered in connection herewith or therewith; or, (ii) inure such liability is included under Section 10.1, above; (b) Any material breach of, or any material inaccuracy in, any of the representations, warranties, covenants or agreements made by Buyer in this Agreement, any other agreement referred to herein, any Exhibit or Schedule to this Agreement, any of the benefit Settlement Documents, or any certificate, instrument or writing delivered in connection therewith; (c) Any attempt (whether or not successful) by any person to cause or require a Seller Indemnified Party to pay or discharge any debt, obligation, liability, or commitment of any Indemnitee to the extent that any such Loss arises Buyer; (d) Any tax liabilities, and all interest, penalties, assessments and all other Indemnified Claims in respect thereof, arising out of such Indemnitee's failure the business of Buyer arising after the Closing; (e) Any and all Indemnified Claims arising by reason of or in connection with any act or omission pursuant to, or in breach of this Agreement, any other agreement referred to send herein, any Exhibit or give a copy Schedule to this Agreement, any of the final prospectusSettlement Documents, as the same may be then supplemented or amendedany certificate, instrument or writing delivered in connection therewith, by Buyer; and (f) Any and all Indemnified Claims arising from or in any way related to the person asserting an untrue statement any bonus, pension, profit sharing, retirement, deferred compensation, savings, stock purchase, stock option, hospitalization, insurance or alleged untrue statement or omission or alleged omission at or prior other plan providing benefits to the written confirmation employees of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any IndemniteeBuyer.

Indemnification by Buyer. In connection with any registration To the fullest extent permitted by law, Buyer will indemnify and hold harmless each selling Holder, each underwriter of Buyer Common Stock being sold by such Holders pursuant to this Section 75.11 and each person, Buyer shall indemnifyif any, defend and hold harmless each Seller participating in such registration, each person who controls any such Seller Holder or underwriter within the meaning of the Securities Act, and each of Act or the partners, officers, directors, employees and agents of the foregoing in their respective capacities as such (the "Indemnitees"), to the full extent lawful, from and Exchange Act against all actions, suits, claims, proceedings, costslosses, damages, judgments, amounts paid in settlement liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements), whether joint or several (collectively, a "Loss"), to which they or any such Indemnitee may of them become subject under the Securities Act, the Exchange Act or under any other statute or at common lawlaw or otherwise and, except as hereinafter provided, will promptly reimburse each such Holder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as any such Loss may losses, claims, damages, expenses, liabilities or actions arise out of or be are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered, and any preliminary, final or summary prospectus contained therein, filed pursuant to Section 5.10 or any post-effective amendment thereto or supplement thereto, arise out of or in are based upon any filing made in connection with the qualification of the offering under blue sky or other securities laws of jurisdictions in which the Common Stock subject to registration rights are offered ("Blue Sky Filing"), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or any violation by Buyer of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to Buyer and relating to action or inaction required by Buyer will reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending such Lossregistration; provided, however, that such indemnification covenant Buyer shall not (i) apply be liable to any Loss arising out ofsuch Holder, underwriter or based uponcontrolling person in respect of any claims, losses, damages, liabilities and expenses resulting from any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to Buyer by such Holder or on behalf of such Indemnitee underwriter specifically for use in connection with preparation of the such registration statement, any preliminary statement and prospectus or final prospectus contained in the registration statement, any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure to the benefit of any Indemnitee to the extent that any such Loss arises out of such Indemnitee'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 at or prior to the written confirmation of the sale of the 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 any Indemnitee and shall survive the transfer of such securities by any Indemniteepost-effective amendment.