Common use of Indemnification by Stockholder Clause in Contracts

Indemnification by Stockholder. Stockholder shall indemnify, defend and hold harmless the Company, its directors, officers, agents and employees, each Person who controls 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that such Loss arises out of or is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholder.

Indemnification by Stockholder. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, Stockholder shall indemnify, defend agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7(a)) the Company, its officers, directors, officers, agents and employees, advisors, representatives and agents, and each Person other Person, if any, who controls 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or the Exchange Act, against any Losses to which the Company or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such Losses (iior related actions or proceedings) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statementthe registration statement under which such Registrable Securities were registered and sold under the Securities Act, any Prospectuspreliminary prospectus, final prospectus or summary prospectus contained therein, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or relating to are based upon any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading, in each case to the extent, but only to the extent, that extent such Loss arises out of untrue statement or is based alleged untrue statement or omission or alleged omission was made in reliance upon (x) any untrue statements or omissions based upon and in conformity with written information regarding about Stockholder furnished in writing to the Company by or on behalf of Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly specifically for use in the Registration Statementsuch registration statement, such Prospectus or such form of prospectus or in any preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto or (y) supplement; provided, however, that Stockholder shall not be liable for any amounts in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount excess of the net proceeds (after deducting Selling Expenses) received by Stockholder upon the sale from sales of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement; and provided, except in further, that Stockholder shall not be liable for any Loss that arises out of Company’s failure to update, supplement or amend the case of fraud by Stockholderprospectus after Stockholder has provided the Company with information correcting such statement or omission with a reasonable opportunity to amend or correct such prospectus.

Indemnification by Stockholder. The Stockholder shall indemnifywill, defend in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such holder, indemnify and hold harmless the Company, each of its directorsdirectors and officers and each underwriter (if any), officersand each other selling holder and each other person, agents and employeesif any, each Person who controls the Company (another selling holder or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directorsagainst any losses, officersclaims, agents judgments, damages or employees of liabilities, whether joint or several, insofar as such controlling Personslosses, to the fullest extent permitted by applicable lawclaims, from and against all Lossesjudgments, as incurred, to the extent arising damages or liabilities (or actions in respect thereof) arise out of or are based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusto the Registration Statement, or arising arise out of or relating to are based upon any omission or the alleged omission of to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading to misleading, if the extent, but only to the extent, that such Loss arises out of statement or is based omission was made in reliance upon (x) any untrue statements or omissions based upon and in conformity with information regarding Stockholder furnished in writing to the Company by Stockholder such selling holder expressly for use therein therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the any net proceeds actually received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholderselling holder.

Indemnification by Stockholder. Each Stockholder shall indemnifyand Other Holder ------------------------------ shall, defend individually (and not jointly), to the maximum extent permitted by law, indemnify and hold harmless the Company, each of its directors, officerseach of its officers who have signed the Registration Statement, agents and employeeseach person, each Person if any, who controls the Company (Company, within the meaning of Section 15 the Act, against any loss, claim, damage or liability of which the Securities Act and Section 20 of Company, or any such director, officer or controlling person may be or become subject under the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or otherwise, insofar as such loss, claim, damage or liability (iior action in respect thereof) is caused by any untrue or alleged untrue statement of a any material fact contained in any the Registration Statement, any Prospectus, or any form of such prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arises out of or relating to any is based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; in such case to the extent, but only to the extent, that such Loss untrue statement or alleged untrue statement or omission or alleged omission relates to the identity of such Stockholder or Other Holder and the method of distribution of the Shares and has been furnished or approved by such Stockholder or Other Holder; or arises out of or is based upon (x) any an untrue statements statement or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein alleged untrue statement or to the extent that such information relates to Stockholder omission or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or alleged omission made in any amendment such preliminary prospectus and if, in respect to such statement, alleged statement, omission or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j)alleged omission, the use by Stockholder final prospectus corrected such statement, alleged statement, omission or alleged omission and a copy of an outdated, defective such final prospectus had not been sent or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective given at or suspended and prior to the receipt by Stockholder confirmation of the Advice contemplated in Section 8(c). In no event shall the sale with respect to which such loss, claim, damage, expense or liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholderrelates.

Indemnification by Stockholder. The Stockholder shall indemnifyrecognizes ------------------------------ that the Exchange being conducted with Taurus is based, defend to a material degree, upon the representations and warranties of Stockholder as set forth and contained herein and the Stockholder hereby agrees to indemnify and hold harmless Taurus against all damages, costs, or expenses (including reasonable attorney's fees) arising as a result of any breach of representation or warranty or omission made herein by the CompanyStockholder. If any action is brought against Taurus in respect of which indemnity may be sought against the Stockholder pursuant to the foregoing paragraph, its directors, officers, agents and employees, each Person who controls Taurus shall promptly notify the Company (within the meaning of Section 15 Stockholder in writing of the Securities Act and Section 20 institution of such action (but the Exchange Actomission to so notify the Stockholder shall not relieve it from any liability that it may have to Taurus except to the extent the Stockholder is materially prejudiced or otherwise forfeit substantive rights or defenses by reason of such failure), and the directors, officers, agents or employees Stockholder shall assume the defense of such controlling Personsaction, including the employment of counsel to be chosen by the Stockholder to be reasonably satisfactory to Taurus, and payment of expenses. Taurus shall have the right to employ the Stockholder's or their own counsel in any such case, but the fees and expenses of such counsel shall be at Taurus expense, unless the employment of such counsel shall have been authorized in writing by the Stockholder in connection with the defense of such action, or the Stockholder shall not have employed counsel to take charge of the defense of such action, or counsel employed by the Stockholder shall not be diligently defending such action, or Taurus shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the fullest extent permitted Stockholder, or that representation of Taurus by the same counsel would be inappropriate under applicable lawstandards of professional conduct due to actual or potential differing interests between them (in which case the Stockholder shall not have the right to direct the defense of such action on behalf of Taurus), from in any of which event such fees and against all Losses, as incurred, expenses shall be borne by the Stockholder. Anything in this paragraph to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with contrary notwithstanding, the prospectus delivery requirements of the Securities Act or (ii) Stockholder shall not be liable for any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectussettlement of, or any form expenses incurred with respect to, any such claim or action effected without the Stockholder written consent, which consent shall not be unreasonably withheld. The Stockholder shall not, without the prior written consent of prospectus, or Taurus effect any settlement of any proceeding in any amendment or supplement thereto or in any preliminary prospectus, or arising out respect of or relating to any omission or alleged omission which Taurus is a party and indemnity has been sought hereunder unless such settlement includes an unconditional release of a material fact required to be stated therein or necessary to make Taurus from all liability on claims that are the statements therein not misleading to the extent, but only to the extent, that subject matter of such Loss arises out of or is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholderproceeding.

Indemnification by Stockholder. Stockholder shall indemnifyEach selling holder of Registrable Securities will, defend in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such holder, indemnify and hold harmless the Company, each of its directorsdirectors and officers and each Underwriter (if any), officersand each other selling holder and each other person, agents and employeesif any, each Person who controls the Company (another selling holder or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directorsagainst any losses, officersclaims, agents judgments, damages or employees of liabilities, whether joint or several, insofar as such controlling Personslosses, to the fullest extent permitted by applicable lawclaims, from and against all Lossesjudgments, as incurred, to the extent arising damages or liabilities (or actions in respect thereof) arise out of or are based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusto the Registration Statement, or arising arise out of or relating to are based upon any omission or the alleged omission of to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading to misleading, if the extent, but only to the extent, that such Loss arises out of statement or is based omission was made in reliance upon (x) any untrue statements or omissions based upon and in conformity with information regarding Stockholder furnished in writing to the Company by Stockholder such selling holder expressly for use therein therein, and shall reimburse the Company, its directors and officers, and each Underwriter, other selling holder or controlling person, for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the any net proceeds actually received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholderselling holder.

Indemnification by Stockholder. Subject to consummation of the Closing and the further provisions of this Section 10.1, Stockholder shall indemnify, defend hereby agrees to indemnify and hold harmless the CompanyWestower, its directorssubsidiaries (including Sub), parents, affiliates, officers, directors, agents and employeesemployees (collectively, each Person who controls 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, to the fullest extent permitted by applicable law, "Westower Indemnified Parties") harmless from and against all Lossesand with respect to any Damages to any Westower Indemnified Parties as hereinafter defined, as incurred, provided that: (a) Stockholder has received notice from Westower of a claim for indemnification under this Section with respect to the extent arising out of or based solely upon: (i) Stockholder’s failure matters covered by Section 3.6 prior to comply with the prospectus delivery requirements expiration of the Securities Act or applicable statute of limitations with respect to such matters and (iib) any untrue or alleged untrue statement Stockholder have received notice from Westower of a material fact contained claim for indemnification under Section 10.2 with respect to all other matters within two (2) years from the Closing Date. The term "Damages," as used herein, shall include any claim, action, loss, cost, expense, liability, penalty or interest or damage, including, without limitation, reasonable counsel fees, and all reasonable costs and expenses of all actions, suits, proceedings, demands, assessments, claims and judgments resulting from, occurring in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusconnection with, or arising out of any breach of any representation, warranty or relating covenant by Stockholder or Company made in the Agreement or in any of Stockholder/Company Closing Documents. Notwithstanding anything to the contrary set forth in this Agreement, with respect to claims for indemnification pursuant to this Section 10.1, Westower Indemnified Parties will not be entitled to any omission indemnification, defense or alleged omission of a material fact holding harmless, from Stockholder, and Stockholder will not be required to be stated therein indemnify, defend or necessary to make hold harmless any of the statements therein not misleading to the extentWestower Indemnified Parties, but for any Damages arising out of breach of any representation or warranty unless and until, and only to the extentextent that, that such Loss arises claims exceed One Hundred Thousand Dollars ($100,000) in the aggregate, at which time Stockholder shall be liable for all such Damages in excess of the first $100,000 and the maximum liability of the Stockholder for Damages arising out of breach of any representation or is based upon (x) any untrue statements or omissions based upon information regarding warranty shall not exceed the Merger consideration paid to Stockholder. The representations and warranties of Stockholder furnished in writing to and Company herein contained shall survive the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or Closing (y) in with respect to matters covered by Section 3.6 of this Agreement, solely for the case of an occurrence of an event period ending on the expiration of the type specified applicable statutes of limitations, and (z) with respect to all other representations and warranties contained in Sections 4(c)(iiArticle 3 and 4 of this Agreement, solely for a period of two (2) through 4(c)(iv) or 4(j)years from the Closing Date. The rights of the Westower Indemnified Parties under this Article 10 shall be their exclusive remedy with respect to any claim for Damages; provided, the use by Stockholder of an outdatedhowever, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective foregoing clause of this sentence shall not be deemed a waiver by any party to this Agreement of any of its rights or suspended and prior to the receipt remedies arising by Stockholder reason of the Advice contemplated in Section 8(c). In no event shall the liability any claim of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholderfraud.

Indemnification by Stockholder. The Stockholder shall indemnify, defend agrees to indemnify and hold harmless the Company, its directorsthe directors of the Company, officersthe officers of the Company who sign the Registration Statement, agents and employeeseach person, each Person if any, who controls the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) Losses caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration StatementStatement or any amendment thereof, any Prospectuspreliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or the Disclosure Package, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to caused by any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to the extentmisleading, but only (i) with reference to the extent, that information relating to such Loss arises out of or is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Stockholder expressly for use in the Shelf Registration Statement, such Prospectus any preliminary prospectus, the Prospectus, the Disclosure Package or such form of prospectus any amendments or in any amendment or supplement supplements thereto or (yii) in the case of an occurrence of an event with respect to any Losses that may arise as a result of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j)disposition by the Stockholder of Registrable Securities to the Person asserting the claim from which such Losses arise pursuant to the Shelf Registration Statement, the use Prospectus or any amendments or supplements thereto if the Stockholder sent or delivered, or was required by law to send or deliver, a Prospectus in connection with such disposition, the Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder received a Deferral Notice with respect to such prospectus in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder date of such disposition and the Advice contemplated in Section 8(c)untrue statement or alleged untrue statement or omission or alleged omission was the reason for the Deferral Notice. In no event shall the liability of the Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by the Stockholder upon the sale of the Registrable Securities giving rise to such indemnification indemnifications obligation, except in the case of fraud by Stockholder.

Indemnification by Stockholder. In connection with any registration in which a Stockholder shall indemnifyis participating, defend Stockholder will furnish to IPG in writing such information and affidavits as IPG reasonably requests for use in connection with any related registration statement or prospectus. Stockholder agrees to indemnify and hold harmless the CompanyIPG, its directorsdirectors and officers who sign the registration statement relating to shares of Registrable Common offered by Stockholder and each person, officersif any, agents and employees, each Person who controls the Company (IPG within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from IPG to Stockholder, but only with respect to information concerning Stockholder furnished in writing by Stockholder or on Stockholder's behalf expressly for use in any registration statement or prospectus relating to shares of Registrable Common offered by Stockholder, or any amendment or supplement thereto, or any related preliminary prospectus. In case any action or proceeding shall be brought against IPG or its directors or officers, or any such controlling person, in respect of which indemnity may be sought against Stockholder, Stockholder shall have the rights and duties given to IPG, and IPG or its directors or officers or such controlling persons shall have the rights and duties given to Stockholder, by the preceding paragraph. Stockholder also agrees to indemnify and hold harmless any underwriters of the Registrable Common, their partners, officers and directors and each person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) on substantially the same basis as that of the indemnification of IPG provided in this SECTION 11 (C), and the directors, officers, agents or employees of such controlling Persons, . Notwithstanding anything to the fullest extent permitted by applicable lawcontrary herein, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that such Loss arises out of or is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of amount paid or payable by any Stockholder hereunder be greater in amount than under this SECTION 12 (C) exceed the dollar amount of the net proceeds received by Stockholder upon from the sale offering of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by StockholderCommon.

Indemnification by Stockholder. In connection with any registration in which a Stockholder shall indemnifyis participating, defend Stockholder will furnish to IPG in writing such information and affidavits as IPG reasonably requests for use in connection with any related registration statement or prospectus. Stockholder agrees to indemnify and hold harmless the CompanyIPG, its directorsdirectors and officers who sign the registration statement relating to shares of Registrable Common offered by Stockholder and each person, officersif any, agents and employees, each Person who controls the Company (IPG within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from IPG to Stockholder, but only with respect to information concerning Stockholder furnished in writing by Stockholder or on Stockholder's behalf expressly for use in any registration statement or prospectus relating to shares of Registrable Common offered by Stockholder, or any amendment or supplement thereto, or any related preliminary prospectus. In case any action or proceeding shall be brought against IPG or its directors or officers, or any such controlling person, in respect of which indemnity may be sought against Stockholder, Stockholder shall have the rights and duties given to IPG, and IPG or its directors or officers or such controlling persons shall have the rights and duties given to Stockholder, by the preceding paragraph. Stockholder also agrees to indemnify and hold harmless any underwriters of the Registrable Common, their partners, officers and directors and each person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) on substantially the same basis as that of the indemnification of IPG provided in this Section 11 (c), and the directors, officers, agents or employees of such controlling Persons, . Notwithstanding anything to the fullest extent permitted by applicable lawcontrary herein, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that such Loss arises out of or is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of amount paid or payable by any Stockholder hereunder be greater in amount than under this Section 12 (c) exceed the dollar amount of the net proceeds received by Stockholder upon from the sale offering of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by StockholderCommon.

Indemnification by Stockholder. The Stockholder shall indemnifyrecognizes ------------------------------ that the Exchange being conducted with Rick's is based, defend to a material degree, upon the representations and warranties of Stockholder as set forth and contained herein and the Stockholder hereby agrees to indemnify and hold harmless Rick's against all damages, costs, or expenses (including reasonable attorney's fees) arising as a result of any breach of representation or warranty or omission made herein by the CompanyStockholder. If any action is brought against Rick's in respect of which indemnity may be sought against the Stockholder pursuant to the foregoing paragraph, its directors, officers, agents and employees, each Person who controls Rick's shall promptly notify the Company (within the meaning of Section 15 Stockholder in writing of the Securities Act and Section 20 institution of such action (but the Exchange Actomission to so notify the Stockholder shall not relieve it from any liability that it may have to Rick's except to the extent the Stockholder is materially prejudiced or otherwise forfeit substantive rights or defenses by reason of such failure), and the directors, officers, agents or employees Stockholder shall assume the defense of such controlling Personsaction, including the employment of counsel to be chosen by the Stockholder to be reasonably satisfactory to Rick's, and payment of expenses. Rick's shall have the right to employ the Stockholder's or their own counsel in any such case, but the fees and expenses of such counsel shall be at Rick's expense, unless the employment of such counsel shall have been authorized in writing by the Stockholder in connection with the defense of such action, or the Stockholder shall not have employed counsel to take charge of the defense of such action, or counsel employed by the Stockholder shall not be diligently defending such action, or Rick's shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the fullest extent permitted Stockholder, or that representation of Rick's by the same counsel would be inappropriate under applicable lawstandards of professional conduct due to actual or potential differing interests between them (in which case the Stockholder shall not have the right to direct the defense of such action on behalf of Rick's), from in any of which event such fees and against all Losses, as incurred, expenses shall be borne by the Stockholder. Anything in this paragraph to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with contrary notwithstanding, the prospectus delivery requirements of the Securities Act or (ii) Stockholder shall not be liable for any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectussettlement of, or any form expenses incurred with respect to, any such claim or action effected without the Stockholder's written consent, which consent shall not be unreasonably withheld. The Stockholder shall not, without the prior written consent of prospectus, or Rick's effect any settlement of any proceeding in any amendment or supplement thereto or in any preliminary prospectus, or arising out respect of or relating to any omission or alleged omission which Rick's is a party and indemnity has been sought hereunder unless such settlement includes an unconditional release of a material fact required to be stated therein or necessary to make Rick's from all liability on claims that are the statements therein not misleading to the extent, but only to the extent, that subject matter of such Loss arises out of or is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholderproceeding.

Indemnification by Stockholder. Stockholder shall indemnifyThe Stockholder, defend severally and not jointly, agrees to indemnify and hold harmless the CompanyTCI Music, its directorsdirectors and officers and each person, officersif any, agents and employees, each Person who controls the Company (TCI Music within the meaning of Section 15 of either the Securities Act and Section 20 of or the Exchange ActAct (the "TCI Music Indemnified Parties"), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all any Losses, as incurredjoint or several, to which the extent arising TCI Music Indemnified Parties may become subject, insofar as such Losses (or actions in respect thereof) arise out of or are based solely upon: upon (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, any Statement or the Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading to misleading, if the extent, but only to statement or omission was made in reliance upon and in conformity with the extent, that information provided by or on behalf of such Loss arises out of Stockholder or is based upon (x) any untrue statements or omissions based upon information regarding person who controls such Stockholder furnished in writing to the Company by Stockholder expressly specifically for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use inclusion in the Registration StatementStatement or any Prospectus, (ii) the use of any Prospectus after such Prospectus or time as TCI Music has advised such form Stockholder that the filing of prospectus or in any a post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, (iii) the use of any Prospectus after such time as the obligation of TCI Music hereunder to keep the Registration Statement effective and current has expired or been suspended hereunder or (yiv) in any violation by such Stockholder or any person who controls such Stockholder within the case meaning of an occurrence either the Securities Act or the Exchange Act (or any agent, broker-dealer or underwriter engaged by such Stockholder or any such controlling person) of an event any federal or state securities law or rule or regulation thereunder or any failure by such Stockholder to give any purchaser of the type specified in Sections 4(c)(ii) through 4(c)(iv) Registrable Shares at or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder written confirmation of such sale a copy of the Advice contemplated most recent Prospectus; and, subject to Section 5(c), such Stockholder will reimburse such TCI Music Indemnified Parties for any legal or other expenses reasonably incurred by them in Section 8(c)connection with investigating or defending any such Losses. In no event shall the liability For purposes of Stockholder hereunder be greater in amount than the dollar amount this Agreement, including but not limited to clause (i) of the net proceeds received by Stockholder upon the sale preceding sentence and clause (ii) of the Registrable Securities giving rise last sentence of Section 5(a), any information concerning any Seller Indemnified Party or plan of distribution included in any Registration Statement or Prospectus which is provided to the Stockholder for his review within a reasonable period before filing or use thereof and as to which such indemnification obligation, except Stockholder has not promptly provided written notice of objection or correction to TCI Music will be deemed to have been provided by such Stockholder specifically for use in the case of fraud by Stockholdersuch Registration Statement or Prospectus.

Indemnification by Stockholder. Stockholder shall indemnify, defend agrees to indemnify and hold harmless the CompanyPurchaser, its directorsaffiliates, their respective officers, agents directors and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act principal stockholders and Section 20 of the Exchange Act), their respective successors and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable lawassigns on an after-tax benefit basis, from and against any claims, liabilities, losses, damages or expenses (any one such item being herein called a "Loss" and all such items being herein collectively called "Losses, as incurred, to the extent arising ") which are caused by or arise out of or based solely uponof: (i) Stockholder’s failure to comply with any breach or default in the prospectus delivery requirements performance by Stockholder of any covenant or agreement of the Securities Act Stockholder contained herein or in any certificate delivered pursuant hereto; (ii) any breach of warranty or representation made by Stockholder contained herein or in any certificate delivered pursuant hereto; (iii) the Excluded Liabilities; (iv) the Company's indemnification obligations set forth in Section 15(B)(1) of the Rockwell Agreement; (v) the occurrence, release or threat of release of "Contamination" or "Contaminants", at, on, under or from the "Property" as a result of Hewlett-Packard's activities or operations at the "HP Facility", as such terms are defined in the "Hewlett Packard Indemnification Agreement"; and (vi) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) incident to any of the foregoing; provided that the Stockholder receives written notice of the Purchaser's claim in respect of such Losses, specifying in reasonable detail the basis therefor, on or before the last day of the applicable survival period specified in Section 10.1, or, in the case of the indemnities set forth in romanettes (iv) and (v) above, on or before the fifth anniversary of the Closing Date; and provided further, that no item shall be a Loss to the extent that (i) such item was reserved on the Closing Balance Sheet, or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that such Loss arises out of or item is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use taken into consideration in the Registration Statement, such Prospectus or such form calculation of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by StockholderClosing Net Book Value.

Indemnification by Stockholder. (a) Stockholder hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless the Company, Parent and its Affiliates and their respective directors, officers, agents stockholders (other than Stockholder or any of its Affiliates in the case of the stockholders of the Companies after the Closing), partners, members and employeesemployees (other than the Applicable Employees) and their heirs, successors and permitted assigns, each Person who controls in their capacity as such (the “Parent Indemnified Parties,” and collectively with the Stockholder Indemnified Parties, the “Indemnified Parties”) from, against and in respect of any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, and costs and expenses, including fines and penalties (including reasonable attorney’s fees and expenses) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Parent Indemnified Parties, whether in respect of third-party claims, claims between the Parties, or otherwise, directly or indirectly relating to or arising out of (i) subject to Section 7.2(b), any breach or inaccuracy of any representation or warranty made by Stockholder contained in this Agreement for the period such representation or warranty survives, (ii) any material breach of any covenant or agreement of Stockholder contained in this Agreement, (iii) any material breach of any covenant or agreement of the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents occurring on or employees of such controlling Persons, prior to the fullest Closing, (iv) any Taxes for which Stockholder is responsible in accordance with Section 5.4, (v) any Liability to the extent permitted resulting from any Company being an Affiliate of Stockholder, any Selling Party or their respective Affiliates, (vi) any Losses arising out of or resulting from the transactions contemplated by applicable lawthe Internal Reorganization Documents, from and against all Losses, as incurred, (vii) any Liability to the extent arising out of or based solely upon: (i) resulting from pre-Closing acts or failures of fiduciary responsibilities of any director or officer of any Company to the extent insured under Stockholder’s failure to comply with the prospectus delivery requirements insurance existing as of the Securities Act or date hereof, (iiviii) any untrue Losses arising out of or alleged untrue statement of a material fact contained in any Registration Statementrelated to the GM Group Obligations, any Prospectuspayments arising out of or related to any of the obligations set forth on Schedule 7.2 or the existing ownership of any equity interest in Evertec/Latam by any party other than PIBI, Popular or the Company or any form rights of prospectusfirst refusal by any equity owner thereof, (ix) any violations of International Trade Law, the BSA or in U.S. Export Control Laws committed by the Companies from and after May 1, 2005 through the Closing, and (x) any amendment or supplement thereto or in any preliminary prospectus, or Loss arising out of or relating to any omission or alleged omission (A) the failure of (i) a material fact required Transferred Stockholder IP Agreement to be stated therein assigned, transferred, conveyed and delivered at the Closing, or necessary (ii) the Stockholder to make establish for the statements therein not misleading Companies an Equivalent IP Arrangement that enables the Companies to engage in the Baseline Usage after Closing as set forth in Section 5.25(d), and (B) the third party licensor under any Transferred Stockholder IP Agreement or any Unassigned License Agreement asserts a claim of infringement against the Companies with respect to the extentBaseline Usage occurring during the Relevant Period; provided that, but only the foregoing indemnification obligation will not apply with respect to any Baseline Usage for which the Companies decline to accept a Transferred Stockholder IP Agreement or Equivalent IP Arrangement, that would, if accepted, render such usage non-infringing. Notwithstanding anything else to the extentcontrary in this Article VII, that such Loss arises out of or is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company indemnification by Stockholder expressly for use therein or to of the extent that such information relates to Parent Indemnified Parties shall be without duplication as between Parent and the Companies (and their respective directors, stockholders (other than Stockholder or Stockholder’s proposed method any of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) its Affiliates in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(jCompanies after the Closing), partners, members and employees), including, for illustrative purposes, that Stockholder shall not be required to also indemnify Parent with respect to Losses incurred with respect to a diminution in value of its Shares on or after the use by Stockholder of an outdated, defective or suspended Prospectus after Closing in the event that the Company has notified been indemnified by Stockholder in writing that the Prospectus is outdated, defective or suspended and prior pursuant to this Agreement with respect to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities facts giving rise to such a claim of indemnification obligation, except in the case of fraud by Stockholderhereunder and vice versa.

Indemnification by Stockholder. (a) Stockholder hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless the Company, Parent and its Affiliates and their respective directors, officers, agents stockholders (other than Stockholder or any of its Affiliates in the case of the stockholders of the Companies after the Closing), partners, members and employeesemployees (other than the Applicable Employees) and their heirs, successors and permitted assigns, each Person who controls in their capacity as such (the “Parent Indemnified Parties,” and collectively with the Stockholder Indemnified Parties, the “Indemnified Parties”) from, against and in respect of any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, and costs and expenses, including fines and penalties (including reasonable attorney’s fees and expenses) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Parent Indemnified Parties, whether in respect of third-party claims, claims between the Parties, or otherwise, directly or indirectly relating to or arising out of (i) subject to Section 7.2(b), any breach or inaccuracy of any representation or warranty made by Stockholder contained in this Agreement for the period such representation or warranty survives, (ii) any material breach of any covenant or agreement of Stockholder contained in this Agreement, (iii) any material breach of any covenant or agreement of the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents occurring on or employees of such controlling Persons, prior to the fullest Closing, (iv) any Taxes for which Stockholder is responsible in accordance with Section 5.4, (v) any Liability to the extent permitted resulting from any Company being an Affiliate of Stockholder, any Selling Party or their respective Affiliates, (vi) any Losses arising out of or resulting from the transactions contemplated by applicable lawthe Internal Reorganization Documents, from and against all Losses, as incurred, (vii) any Liability to the extent arising out of or based solely upon: (i) resulting from pre-Closing acts or failures of fiduciary responsibilities of any director or officer of any Company to the extent insured under Stockholder’s failure to comply with the prospectus delivery requirements insurance existing as of the Securities Act or date hereof, (iiviii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or Losses arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading related to the extentGM Group Obligations, but only to the extent, that such Loss arises any payments arising out of or is based upon (x) related to any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholder.obligations set forth on Schedule

Indemnification by Stockholder. In the event of any ------------------------------ registration under the Securities Act of any offering including shares of Company Common Stock, Stockholder shall indemnify, defend hereby agrees to indemnify and hold harmless the Company, its directorsand each other person, officersif any, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)each other person (including each underwriter, and each other person, if any, who controls such underwriter) who participates in the directors, officers, agents or employees offering of such controlling PersonsCompany Common Stock against any losses, claims, damages or liabilities, joint or several, to which the fullest extent permitted by applicable lawCompany, from and against all Losses, as incurred, to the extent arising out of such controlling person or based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of participating person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (iior proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statementregistration statement under which an offering of such Company Common Stock was registered under the Securities Act, in any Prospectus, preliminary prospectus or any form of prospectusfinal prospectus contained therein, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or relating to any are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse the Company and each such controlling person or participating person for any legal or other expenses reasonably incurred by the Company or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; provided that -------- Stockholder will be liable in any such case to the extent, but and only to the extent, that any such Loss loss, claim, damage or liability arises out of or is based upon (x) any an untrue statements statement or omissions based alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that in his capacity as such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly specifically for use in the Registration Statement, such Prospectus or such form of prospectus or preparation thereof; and provided that no Stockholder shall be liable under this Section for any amount in any amendment or supplement thereto or (y) in the case of an occurrence of an event excess of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), total price at which the use by shares of such Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior were sold to the receipt by Stockholder public, net of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholderunderwriting discounts and commissions.

Indemnification by Stockholder. The Stockholder shall indemnifyrecognizes ------------------------------- that the Exchange being conducted with FCAI is based, defend to a material degree, upon the representations and warranties of Stockholder as set forth and contained herein and the Stockholder hereby agrees to indemnify and hold harmless FCAI against all damages, costs, or expenses (including reasonable attorney's fees) arising as a result of any breach of representation or warranty or omission made herein by the CompanyStockholder. If any action is brought against FCAI in respect of which indemnity may be sought against the Stockholder pursuant to the foregoing paragraph, its directors, officers, agents and employees, each Person who controls FCAI shall promptly notify the Company (within the meaning of Section 15 Stockholder in writing of the Securities Act and Section 20 institution of such action (but the Exchange Actomission to so notify the Stockholder shall not relieve it from any liability that it may have to FCAI except to the extent the Stockholder is materially prejudiced or otherwise forfeit substantive rights or defenses by reason of such failure), and the directors, officers, agents or employees Stockholder shall assume the defense of such controlling Personsaction, including the employment of counsel to be chosen by the Stockholder to be reasonably satisfactory to FCAI, and payment of expenses. FCAI shall have the right to employ the Stockholder's or their own counsel in any such case, but the fees and expenses of such counsel shall be at FCAI expense, unless the employment of such counsel shall have been authorized in writing by the Stockholder in connection with the defense of such action, or the Stockholder shall not have employed counsel to take charge of the defense of such action, or counsel employed by the Stockholder shall not be diligently defending such action, or FCAI shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the fullest extent permitted Stockholder, or that representation of FCAI by the same counsel would be inappropriate under applicable lawstandards of professional conduct due to actual or potential differing interests between them (in which case the Stockholder shall not have the right to direct the defense of such action on behalf of FCAI), from in any of which event such fees and against all Losses, as incurred, expenses shall be borne by the Stockholder. Anything in this paragraph to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with contrary notwithstanding, the prospectus delivery requirements of the Securities Act or (ii) Stockholder shall not be liable for any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectussettlement of, or any form expenses incurred with respect to, any such claim or action effected without the Stockholder's written consent, which consent shall not be unreasonably withheld. The Stockholder shall not, without the prior written consent of prospectus, or FCAI effect any settlement of any proceeding in any amendment or supplement thereto or in any preliminary prospectus, or arising out respect of or relating to any omission or alleged omission which FCAI is a party and indemnity has been sought hereunder unless such settlement includes an unconditional release of a material fact required to be stated therein or necessary to make FCAI from all liability on claims that are the statements therein not misleading to the extent, but only to the extent, that subject matter of such Loss arises out of or is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholderproceeding.