Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claims, insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriter.

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included In connection with any registration statement in the securities as to which a Stockholder is participating, each such Stockholder shall furnish to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration is being effected, statement or prospectus and agrees to, severally and not jointly, indemnify and hold harmlessto indemnify, to the fullest extent permitted by law, the Company, its officers, directors and officersagents and each person, each other Person who participates as an Underwriter in the offering or sale of such securitiesif any, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claimslosses, insofar as such Claims arise out of or are based upon claims, damages, and liabilities resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein of a material fact required to be stated therein in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission is contained in or alleged omission was made omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in reliance upon and in conformity with written information furnished to the Company writing by the such Stockholder or its representative expressly for use thereinin any such prospectus or preliminary prospectus; provided, however, that the aggregate amount which any liability of such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of not exceed the net proceeds received by such Stockholder upon from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities pursuant Act) to the Registration Statement giving rise same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Claims less all amounts previously paid Stockholder shall be limited to the net proceeds received by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless from the sale of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriterits Registrable Securities.

Indemnification by Stockholders. Each StockholderSelling Stockholder will, if in the event that any Registration is being effected under the 1933 Act pursuant to this Agreement of any Registrable Securities held by it are included in such Stockholder and the securities as Company has required all Selling Stockholders to which a registration is being effected, agrees to, severally and not jointlyprovide such an undertaking on the same terms, indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, each of its directors and officers, legal counsel, accountants and each Underwriter (if any), and each other Person who participates as an Underwriter in the offering or sale of such securitiesSelling Stockholder and each other person, each Person if any, who controls the Company another Selling Stockholder or any such Underwriter (underwriter within the meaning of the Securities 1933 Act) and any other Person selling Common Shares in such Registration Statement , against any and all ClaimsLosses, insofar as such Claims Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact Misstatement contained in any Registration Statement or Prospectus (including under which the sale of such Registrable Securities was Registered under the 1933 Act, any preliminarypreliminary Prospectus, final Prospectus or summary prospectus and Prospectus contained in the Registration Statement, or any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make if the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission Misstatement was made in reliance upon and in conformity with written information furnished in writing to the Company by the such Selling Stockholder or its representative expressly for use therein; provided, howeverand shall reimburse the Company, that the aggregate amount which its directors and officers, and each other Selling Stockholder for any reasonable, customary and documented out-of-pocket legal or other expenses incurred by any of them in connection with investigation or defending any such Stockholder Loss. Each Selling Stockholder’s indemnification obligations hereunder shall be required several and not joint and shall be proportional to pay pursuant and limited to this Section 5.2 shall in no event be greater than the amount of the any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Selling Stockholder upon in connection with the sale of the Registrable Securities pursuant to the under a Registration Statement giving rise to from which such Claims less all amounts previously paid Losses arise, except in the case of fraud or willful misconduct by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or UnderwriterSelling Stockholder.

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees toStockholder shall, severally and not jointly, indemnify and hold harmlessharmless the Company, its respective 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, the Companyfrom and against all Losses, its directors and officersas incurred, each other Person who participates as an Underwriter in the offering or sale of such securities, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claims, insofar as such Claims arise arising out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement Statement, any prospectus, or Prospectus (including any preliminaryform of prospectus, final or summary prospectus and in any amendment or supplement thereto) related to such registrationthereto or in any preliminary prospectus, or 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 to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (a) to the extent, but only to the extent, that such untrue statement statements or alleged untrue statement or omission or alleged omission was made omissions are based upon information regarding such Stockholder furnished in reliance upon and in conformity with written information furnished writing to the Company by the such Stockholder or its representative expressly for use therein; provided, however(b) to the extent, but only to the extent, that the aggregate amount which any such information relates to such Stockholder shall be required or such Stockholder’s proposed method of distribution of Registrable Securities and was provided by such Stockholder expressly for use in a Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (c) in the case of an occurrence of an event of the type specified in Section 5.6, to pay pursuant the extent, but only to this Section 5.2 shall the extent, related to the use by such Stockholder of an outdated or defective prospectus after the Company has notified such Stockholder in writing that the prospectus is outdated or defective, but only if and to the extent the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claimsindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and an Indemnified Party, shall survive the transfer of such securities the Registrable Securities by such the Stockholders, and shall be in addition to any liability which the Stockholder or Underwritermay otherwise have.

Indemnification by Stockholders. Each Stockholder, if as a condition ------------------------------- to including Registrable Securities held by it are included in the securities as any registration statement filed pursuant to which a registration is being effectedSection 1.1 or Section 1.2, agrees shall, and hereby does agree to, severally and not jointly, indemnify and hold harmless, to the fullest full extent permitted by law, indemnify and hold harmless the Company, its directors and officers, officers and each other Person who participates as an Underwriter in the offering or sale of such securitiesPerson, each Person if any, who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement , against any and all Claimslosses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained in any Registration Statement or Prospectus (including such registration statement, any preliminarypreliminary prospectus, final prospectus or summary prospectus and contained therein, or any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the such Stockholder or its representative specifically stating that it is for use therein; in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus amendment or supplement, provided, howeverthat the obligation to provide indemnification pursuant to -------- this Section 1.8 (b) shall be several, that and not joint and several among such parties obligated to provide indemnity pursuant to this Section 1.8(b), and the aggregate amount which may be recovered from any such Stockholder pursuant to the indemnification provided for in this Section 1.8(b) in connection with any registration and sale of Registrable Securities shall be required limited to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net total proceeds received by such Stockholder upon Stock- holder from the sale of the such Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such ClaimsSecurities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such indemnified party director, officer or participating or controlling Person and shall survive the transfer of such securities by such Stockholder or Underwriterand termination of this Agreement.

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees tostockholder of Company, severally and but not jointly, shall indemnify and hold harmlessharmless Parent and its successors, to assigns, stockholders, controlling persons and related persons and the fullest extent permitted by lawrepresentatives of each of them (collectively, the Company"Indemnified Persons") from and against, its directors and officersshall reimburse the Indemnified Persons for, each other Person who participates as an Underwriter in the offering or sale of such securities, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claimslosses, insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus liabilities, actions, deficiencies, expenses (including any preliminary, final or summary prospectus costs of investigation and any amendment or supplement thereto) related to such registrationdefense and reasonable attorneys' and accountants' fees), or damages of any omission kind or alleged omission nature whatsoever, whether or not involving a third-party claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, or in connection with any breach of representation or warranty or failure to state therein a material fact required to be stated therein perform any covenant or necessary to make the statements therein not misleadingagreement of Company contained, to the extentor referred to, but only to the extentin this Agreement, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder Schedule or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay other agreement or certificate delivered pursuant to this Agreement. Any Excess Cash Shortfall shall be deemed Damages hereunder and subject to indemnification under this Section 5.2 8.1 and shall in no event not be greater than the amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant subject to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder limitations of Section 8.2(b) below. Notwithstanding the foregoing, with respect to any such Claims. Such indemnity shall remain Damages resulting from the breach of the representations set forth in full force and effect regardless Section 2.19(i) as a result of any investigation made by accounts receivable of Company which are not paid following the Effective Time in excess of the allowance for doubtful accounts, no Indemnified Person shall have any liability hereunder unless and until Parent shall have given the Stockholders' Agents (as defined in the Escrow Agreement) or their designee(s) (i) a detailed notice of the nonpayment of any such account and a full and fair opportunity (at least 45 days) to collect such account on behalf of such indemnified party Parent or Merger Sub and shall survive (ii) reasonable cooperation in connection with the transfer collection of such securities amounts. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Company shall be disregarded. No claims for indemnification by such Stockholder or UnderwriterIndemnified Persons under this Section 8.1 may be made after 12 months from the Closing Date (except for claims due to a breach of the representations and warranties contained in Section 2.9 (Tax Matters) which may be made until the expiration of the applicable statute of limitations).

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included In connection with any registration statement in the securities as to which a Stockholder is participating, each such Stockholder shall furnish to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration is being effected, statement or prospectus and agrees to, severally and not jointly, indemnify and hold harmlessto indemnify, to the fullest extent permitted by law, the Company, its officers, directors and officersagents and each person, each other Person who participates as an Underwriter in the offering or sale of such securitiesif any, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claimslosses, insofar as such Claims arise out of or are based upon claims, damages, and liabilities resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein of a material fact required to be stated therein in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission is contained in or alleged omission was made omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in reliance upon and in conformity with written information furnished to the Company writing by the such Stockholder or its representative expressly for use thereinin any such prospectus or preliminary prospectus; provided, however, that the aggregate amount which any liability of such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of not exceed the net proceeds received by such Stockholder upon from the sale of the its Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Securities. Each Stockholder with respect to also shall indemnify any such Claims. Such indemnity shall remain in full force and effect regardless underwriters of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriter.the

Indemnification by Stockholders. Each StockholderIf Genmar Common Stock is registered pursuant to Section 2.6 hereof, if Registrable Securities held by it are included each stockholder of the Company will severally, in accordance with each such shareholder's pro rata ownership interest in the securities as Genmar Common Stock which was registered pursuant to which a the registration is being effected, agrees to, severally and not jointlystatement(s) set forth in Section 2.6 above, indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officersharmless Genmar, each other Person officer of Genmar who participates as an Underwriter in the offering signs a registration statement filed pursuant to Section 2.6 and each director of Genmar, against all losses, claims, damages or sale of liabilities to which Genmar or such securities, each Person who controls the Company officer or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claims, insofar as such Claims arise director may become subject arising out of or are based upon any untrue or alleged untrue statement of a any material fact contained in the registration statement, any Registration Statement final prospectus contained therein or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registrationthereof, or any omission or alleged arising out of the omission to state therein a the material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that the stockholders of the Company shall have such obligation to indemnify only in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made by Genmar in reliance upon upon, and in strict conformity with with, accurately described written information furnished by the stockholders of the Company specifically for use in preparation of the registration statement. The stockholders of the Company shall have the right to review and approve, through their counsel, any such registration statement, or part thereof, which describes the stockholders of the Company, the transactions contemplated by this Agreement or the Company and its operations within three (3) business days prior to its submission to the Company by SEC. Notwithstanding the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to foregoing provisions of this Section 5.2 shall in no event be greater than 2.7, the amount stockholders of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder Company shall have no liability or other indemnification obligation with respect to any financial projections or other such Claims. Such indemnity shall remain forward looking information disclosed in full force and effect regardless the registration statement by Genmar, whether or not such information pertains to the Company or was provided or prepared by the stockholders of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or UnderwriterCompany.

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees toStockholder shall, severally and not jointly, indemnify and hold harmlessharmless the Company, its directors, officers, agents and employees, and 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, the Company, its directors from and officers, each other Person who participates against all Losses (as an Underwriter determined by a court of competent jurisdiction in the offering a final judgment not subject to appeal or sale of such securities, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Actreview) and any other Person selling Common Shares in such Registration Statement against any and all Claims, insofar as such Claims arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, any Prospectus, or Prospectus (including any preliminary, final form of prospectus or summary prospectus and in any amendment or supplement thereto) related to such registration, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in reliance upon and in conformity with written any information furnished in writing by such Stockholder to the Company specifically for inclusion in such Registration Statement or Prospectus or to the extent that (i) such untrue statements or omissions are based upon information regarding such Stockholder furnished in writing to the Company by the such Stockholder or its representative expressly for use therein; provided, or to the extent that such information related to such Stockholder or such 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 Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Section 2.02(b) above, the use by such Stockholder of an outdated or defective Prospectus after the Company has notified such Stockholder in writing that the aggregate amount which any Prospectus is outdated or defective and prior to the receipt by such Stockholder shall be required to pay pursuant to this of the Advice contemplated in Section 5.2 shall in 2.05 below. In no event shall the liability of any selling Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriterindemnification obligation.

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees toStockholder shall, severally and not jointly, indemnify and hold harmlessharmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act 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, the Companyfrom and against all Losses, its directors and officersas incurred, each other Person who participates as an Underwriter in the offering or sale to which any of such securitiesthem may become subject, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claims, insofar as such Claims that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, any preliminary or Prospectus (including final prospectus, or any preliminaryform of prospectus, final or summary prospectus and in any amendment or supplement thereto) related to such registrationthereto or any issuer free writing prospectus (including any “road show, or 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 to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (a) to the extent, but only to the extent, that such untrue statement statements or alleged untrue statement or omission or alleged omission was made omissions are based upon information regarding such Stockholder furnished in reliance upon and in conformity with written information furnished writing to the Company by the such Stockholder or its representative expressly for use therein; provided, however(b) to the extent, but only to the extent, that the aggregate amount which any such information relates to such Stockholder shall be required or such Stockholder’s proposed method of distribution of Registrable Securities and was provided by such Stockholder expressly for use in a Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (c) in the case of an occurrence of an event of the type specified in Section 5.6 or the Company exercises it rights set forth in Section 4, to pay pursuant the extent, but only to this Section 5.2 shall the extent, related to the use by such Stockholder of an outdated or defective prospectus after the Company has notified such Stockholder in writing that the prospectus is outdated or defective, but only if and to the extent the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claimsindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and an Indemnified Party, shall survive the transfer of such securities the Registrable Securities by such the Stockholders, and shall be in addition to any liability which the Stockholder or Underwritermay otherwise have.

Indemnification by Stockholders. Each To the extent permitted by law, each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, will indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directors successors and officersassigns, each other Person who participates its officers and directors, any underwriter (as an Underwriter defined in the offering or sale of such securities1933 Act) with respect to the Registrable Shares, and each Person who person, if xxx, xxo controls the Company or any such Underwriter (underwriter within the meaning of the Securities 1933 Act or the 1934 Act) and any other Person selling Common Shares in such Registration Statement , against any and all Claimslosses, insofar as such Claims arise claims, damages, liabilities or actions (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or Prospectus (Statement, including any preliminary, preliminary prospectus or final prospectus contained therein or summary prospectus and any amendment amendments or supplement supplements thereto) related to such registration, or any arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the context in which made, not misleading, to the extent, but only to the extent, ; provided that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon expressly for use in such registration by such Stockholder, or (ii) the failure of a Stockholder with respect to the Registrable Shares held by such Stockholder at or prior to the written confirmation of the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid Shares held by such Stockholder with respect to send or arrange delivery of a copy of a prospectus (or the prospectus as amended or supplemented) timely provided to the Stockholders by the Company to the person asserting any such Claimsloss, claim, damage, liability or action who purchased the Registrable Shares that are the subject thereof. Such Stockholder will reimburse the Company and each such successor, assign, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such indemnified party successor, assign, officer, director, underwriter or controlling person and shall survive the transfer of such securities the Registrable Shares by such Stockholder or Underwriterthe Stockholder.

Indemnification by Stockholders. Each In connection with any Registration Statement filed pursuant hereto, each Stockholder will furnish to the Company in writing such information with respect to such Stockholder, if including the name, address and the amount of Registrable Securities held by it are included such Stockholder, as the Company reasonably requests, and as shall be required by law or by the SEC in connection with any registration, for use in such Registration Statement or the securities as to which a registration is being effected, agrees to, severally related Prospectus and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directors or any underwriter, as the case may be, and their respective directors, officers, each other Person who participates as an Underwriter in the offering or sale of such securitiesagents, each Person who controls the Company or any such Underwriter trustees, stockholders and controlling Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and any other Person selling Common Shares in such Registration Statement ), against any losses, claims, damages, liabilities and all Claimsexpenses (including reasonable attorneys' fees, insofar disbursements and expenses, as incurred), incurred by such Claims arise party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registrationin, or any omission or alleged omission to state therein or a material fact required to be stated therein in such Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, to the extent, but only to the extent, extent that any such untrue statement or alleged untrue statement or omission or alleged omission was is made in reliance upon on and in conformity with written information with respect to such Stockholder furnished in writing to the Company by the such Stockholder or its representative counsel specifically for use thereininclusion therein or preparation thereby; provided, however, that the aggregate amount which liability of such Stockholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the gross proceeds from the sale of shares sold by such Stockholder shall be required under such registration statement bears to pay pursuant the total gross proceeds from the sale of all securities sold thereunder, but not in any event to this Section 5.2 shall in no event be greater than exceed the amount of the net gross proceeds received by such Stockholder upon from the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid covered by such Stockholder with respect to any Registration Statement, unless such Claims. Such indemnity shall remain in full force and effect regardless liability arises out of any investigation made by or is based on behalf willful misconduct of such indemnified party and shall survive the transfer of such securities by such Stockholder or UnderwriterStockholder.

Indemnification by Stockholders. Each In connection with any registration ------------------------------- statement in which a Stockholder is participating, each such Stockholder will furnish to PHC in writing such information with respect to the name and address of such Stockholder, if Registrable Securities the amount of PHC securities held by it are included such Stockholder and the nature of such holdings, and such other information as is required by PHC for use in the securities as connection with any such registration statement or prospectus. Each such participating Stockholder severally agrees to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Companyharmless PHC, its directors and directors, officers, agents, employees, representatives and each other Person who participates as an Underwriter in the offering person or sale of such securities, each Person entity who controls the Company or any such Underwriter PHC (within the meaning of the Securities Act) and any other Person Stockholder selling Common Shares securities in such Registration Statement registration statement or any of its directors, officers, partners, agents or employees or any person who controls such Stockholder or underwriter, against any losses, claims, damages or liabilities (joint or several) and all Claims, insofar as such Claims arise expenses (including reasonable costs of investigation) arising out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminaryregistration statement, final or summary prospectus and any amendment or supplement thereto) related to such registration, any prospectus or preliminary prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder so furnished in writing by such holder specifically for inclusion in or for use in the preparation of any prospectus or registration statement. In no event shall the liability of any selling holder of Registrable Common hereunder be greater in amount than the dollar amount of the net proceeds received by such holder upon the sale of the Registrable Common giving rise to such indemnification obligation. A Stockholder shall not be liable to PHC in any such case in which such untrue statement or alleged untrue statement or omission or alleged omission was made contained in reliance upon a preliminary prospectus and corrected in conformity with written information furnished a final or amended prospectus, and PHC failed to deliver a copy of the final or amended prospectus at or prior to the Company by the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount confirmation of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant securities to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to person asserting any such Claims. Such indemnity shall remain loss, claim, damage or liability in full force and effect regardless of any investigation made case where such delivery is required by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or UnderwriterSecurities Act.

Indemnification by Stockholders. Each StockholderIn connection with any registration in which the Stockholders are participating, if Registrable Securities held by it are included the Stockholders will furnish to Synagro in writing such information and affidavits as Synagro reasonably requests for use in connection with any related registration statement or prospectus. To the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the CompanyStockholders agrees to indemnify and hold harmless Synagro, its directors and officers who sign the registration statement relating to shares of Registrable Common offered by the Stockholders and each person, if any, who controls Synagro 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 Synagro to the Stockholders, but only with respect to information concerning the Stockholders furnished in writing by the Stockholders or on the Stockholders' behalf expressly for use in any registration statement or prospectus relating to shares of Registrable Common offered by the Stockholders, or any amendment or supplement thereto, or any related preliminary prospectus. In case any action or proceeding shall be brought against Synagro or its directors or officers, each other Person who participates as an Underwriter in the offering or sale of such securities, each Person who controls the Company or any such Underwriter controlling person, in respect of which indemnity may be sought against the Stockholders, the Stockholders shall have the rights and duties given to Synagro, and Synagro or its directors or officers or such controlling persons shall have the rights and duties given to the Stockholders, by the preceding paragraph. The Stockholders also agree 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) and any other Person selling Common Shares on substantially the same basis as that of the indemnification of Synagro provided in such Registration Statement against any and all Claims, insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, this Section 11(c). Notwithstanding anything to the extentcontrary herein, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than shall the amount paid or payable by the Stockholders under this Section 11(c) exceed the amount of the net proceeds received by such Stockholder upon the sale Stockholders from the offering of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or UnderwriterCommon.

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, the Trust, its trustees, each other Person who participates as an Underwriter in the offering or sale of such securities, each Person who controls the Company Company, the Trust or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares securities (including Registrable Securities) in such Registration Statement against any and all Claims, insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company and the Trust by the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriter.

Indemnification by Stockholders. Each Stockholder(a) From and after the Closing Date, if Registrable Securities held the Stockholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly or indirectly suffered or incurred by it are included in any of the securities as Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a registration is being effectedresult of, agrees toor are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, severally and not jointly, indemnify and hold harmless, without giving effect to any update to the fullest Disclosure Schedule delivered prior to the Closing,); (ii) any inaccuracy in or breach of any representation or warranty set forth in Section 2 as if such representation and warranty had been made on and as of the Closing Date (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing to the extent permitted by lawthat the Company and the Designated Stockholders acknowledge in writing that Parent would be entitled to terminate this Agreement as a result of such update); (iii) any breach of any covenant or obligation of any of the Acquired Corporations or any of the Designated Stockholders (including the covenants set forth in Sections 4 and 5); (iv) other than pursuant to the letter agreement dated December 20, 1999 between Prudential, Chase H&Q, Xxxxxxx & Co. and the Company, its directors any brokerage, finder's or other fee, commission or expense payable or claimed to be payable to any broker, finder or other similar Person, including Prudential, Chase H&Q and officersXxxxxxx & Co., each other Person who participates as an Underwriter in the offering or sale of such securities, each Person who controls by the Company or any such Underwriter Stockholder in connection with the transactions contemplated by this Agreement or (within the meaning v) any Legal Proceeding relating to any inaccuracy or breach of the Securities Act) and any other Person selling Common Shares type referred to in such Registration Statement against any and all Claims, insofar as such Claims arise out of clause "(i)," "(ii)," "(iii)" or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus "(iv)" above (including any preliminary, final or summary prospectus and Legal Proceeding commenced by any amendment or supplement thereto) related to such registration, or Indemnitee for the purpose of enforcing any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder or of its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to rights under this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriter9).

Indemnification by Stockholders. Each StockholderTo the extent permitted by law, each Stockholder will, if Registrable Securities securities held by it such Stockholder are included in the securities as to which a registration such registration, qualification or compliance is being effected, agrees to, severally and not jointlyeffected pursuant to terms hereof, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers, each other Person who participates as an Underwriter in underwriter, if any, of the offering or sale of Company’s securities covered by such securitiesa registration statement, each Person person who controls the Company or any such Underwriter (underwriter within the meaning of Section 15 of the Securities Act, and each other person selling the Company’s securities covered by such registration statement, each of such person’s officers and directors and each person controlling such persons within the meaning of Section 15 of the Securities Act, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) and any other Person selling Common Shares in such Registration Statement against any and all Claims, insofar as such Claims arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement such registration statement, prospectus, offering circular or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registrationother document, or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or such Stockholder’s failure to provide a prospective transferee with a current copy of the registration statement or prospectus which registration statement or prospectus would have cured to the defect giving rise to such claim, loss, damage, liability or expense, or any violation by a holder of Registrable Securities of any rule or regulation promulgated under the Securities Act applicable to such Stockholder and relating to action or inaction required of such Stockholder in connection with any such registration, qualification or compliance, and will reimburse the Company, such other persons, such directors, officers, persons, underwriters or control persons for any legal or other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by the such Stockholder or its representative specifically for use therein; provided, however, that the aggregate amount indemnity contained herein shall not apply to amounts paid in settlement of any claim, loss, damage, liability or expense if settlement is effected without the Stockholder’s consent (which any such Stockholder consent shall not be unreasonably withheld). Notwithstanding the foregoing, each Stockholder’s liability under this subsection (b) shall be required limited to pay pursuant an amount equal to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon from the sale of the Registrable Securities pursuant to shares sold by the Registration Statement giving rise to Stockholder, unless such Claims less all amounts previously paid liability arises out of or is based on willful conduct by such Stockholder with respect the Stockholder. In addition, insofar as the foregoing indemnity relates to any such Claims. 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 the Commission at the time the registration statement becomes effective or in the final prospectus filed pursuant to applicable rules of the Commission or in any supplement or addendum thereto, the indemnity agreement herein shall remain in full force not inure to the benefit of the Company or any underwriter if a copy of the final prospectus filed pursuant to such rules, together with all supplements and effect regardless of any investigation made addenda thereto, was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing by the Company or on behalf of such indemnified party and shall survive underwriter is required by the transfer of such securities by such Stockholder or UnderwriterSecurities Act.

Indemnification by Stockholders. Each To the extent permitted by law, each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, will indemnify and hold harmless, to the fullest extent permitted by law, harmless the Company, its directors successors and officersassigns, each other Person who participates its officers and directors, any underwriter (as an Underwriter defined in the offering or sale of such securities0000 Xxx) with respect to the Registrable Shares, and each Person person, if any, who controls the Company or any such Underwriter (underwriter within the meaning of the Securities 1933 Act or the 1934 Act) and any other Person selling Common Shares in such Registration Statement , against any and all Claimslosses, insofar as such Claims arise claims, damages, liabilities or actions (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or Prospectus (Statement, including any preliminary, preliminary prospectus or final prospectus contained therein or summary prospectus and any amendment amendments or supplement supplements thereto) related to such registration, or any arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the context in which made, not misleading, to the extent, but only to the extent, ; provided that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon expressly for use in such registration by such Stockholder, or (ii) the failure of a Stockholder with respect to the Registrable Shares held by such Stockholders at or prior to the written confirmation of the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid Shares held by such Stockholder with respect to send or arrange delivery of a copy of a prospectus (or the prospectus as amended or supplemented) timely provided to the Stockholders by the Company to the person asserting any such Claimsloss, claim, damage, liability or action who purchased the Registrable Shares that are the subject thereof. Such Stockholders will reimburse the Company and each such successor, assign, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such indemnified party successor, assign, officer, director, underwriter or controlling person and shall survive the transfer of such securities the Registrable Shares by such Stockholder or Underwriterthe Stockholder.

Indemnification by Stockholders. Each StockholderUpon the registration of any ABC Common Stock pursuant to the registration statement, if Registrable Securities held by it are included in the securities as to which a registration is being effectedeach Stockholder will, agrees to, severally and not jointlyseverally, indemnify and hold harmlessharmless AmerisourceBergen, to the fullest extent permitted by law, the Company, as well as its directors and respective officers, directors, employees and each other Person who participates as an Underwriter in the offering or sale of such securitiesperson, each Person if any, who controls the Company or any such Underwriter (person within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement , against any and all Claimslosses, to which such person may become subject under the Securities Act, the Securities Exchange Act of 1934, or otherwise, insofar as such Claims losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement or any Registration Statement prospectus contained therein, or Prospectus (including any preliminary, final or summary prospectus and any amendment thereof or supplement thereto) related to such registration, or any that arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case, to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon on and in conformity with written information furnished to the Company by the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by regarding such Stockholder in writing specifically for use in such registration statement or prospectus or amendment or supplement and will reimburse each such person for any legal or other expenses reasonably incurred by them in connection with respect to investigating or defending any such Claimsloss as such expenses are incurred. Such indemnity shall The indemnification provided for under the Merger Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall will survive the transfer of such securities by such Stockholder or Underwritersecurities.

Indemnification by Stockholders. Each Stockholder(a) From and after the Effective Time, if Registrable Securities held the Stockholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by it any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are included directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Article 2 or in the securities as Closing Certificate (without giving effect to which a registration is being effectedany "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, agrees to, severally and not jointly, indemnify and hold harmless, but giving effect to any update to the fullest extent permitted Disclosure Schedule delivered by law, the Company, its directors and officers, each other Person who participates as an Underwriter in Company to Parent prior to the offering Closing); (ii) any breach of any covenant or sale obligation of such securities, each Person who controls the Company or any such Underwriter (within the meaning of the Securities ActStockholders (including without limitation the covenants set forth in Article 4); (iii) any amounts payable to any holders of the Company's capital stock who exercise dissenters' appraisal or comparable rights as provided in the IBCA; (iv) any liability for a Tax resulting from the transactions contemplated by this Agreement; (v) any liability arising from (A) any Legal Proceeding listed in Part 2.19 of the Disclosure Schedule or (B) any of the exceptions to the representations and any other Person selling Common Shares in such Registration Statement against any and all Claims, insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact warranties contained in Section 2.3 as disclosed in Part 2.3 of the Disclosure Schedule; (vi) any Registration Statement liability in connection with or Prospectus arising from fees and expenses incurred by the Company as described in Section 9.3 which exceeds $40,000; (vii) any liability in connection with or arising from any failure of the minute books of the Corporation to be accurate, up-to-date and complete in all material respects, and maintained in accordance with prudent business practices; or (viii) any Legal Proceeding relating to any inaccuracy, breach, Tax or liability of the type referred to in clause (i), (ii), (iii), (iv), (v), (vi) or (vii) above (including any preliminary, final or summary prospectus and Legal Proceeding commenced by any amendment or supplement thereto) related to such registration, or Indemnitee for the purpose of enforcing any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder or of its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to rights under this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or UnderwriterArticle 8).

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included In connection with any registration statement in the securities as to which a Stockholder is participating, each such Stockholder shall furnish to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any such registration is being effected, statement or prospectus and agrees to, severally and not jointly, indemnify and hold harmlessto indemnify, to the fullest extent permitted by law, the Company, its officers, directors and officersagents and each person, each other Person who participates as an Underwriter in the offering or sale of such securitiesif any, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claimslosses, insofar as such Claims arise out of or are based upon claims, damages, and liabilities resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein of a material fact required to be stated therein in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission is contained in or alleged omission was made omitted from, as the case may be, any information or affidavit with respect to such Stockholder so furnished in reliance upon and in conformity with written information furnished to the Company writing by the such Stockholder or its representative expressly for use thereinin any such prospectus or preliminary prospectus; provided, however, that the aggregate amount which any liability of such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of not exceed the net proceeds received by such Stockholder upon from the sale of its Registrable Securities. Each Stockholder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the meaning of the Securities pursuant Act) to the Registration Statement giving rise same extent as provided above with respect to the indemnification of the Company; provided, however, that the indemnification of such Claims less all amounts previously paid Stockholder shall be limited to the net proceeds received by such Stockholder with respect to any such Claimsfrom the sale of its Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriter.9 9

Indemnification by Stockholders. Each Stockholder, if Registrable Securities held by it are included in To the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each Stockholder shall severally (but not jointly and pro rata with the Companyother Stockholders) indemnify and hold harmless Exelixis, its directors successors and officersassigns, each other Person who participates its officers and directors, any underwriter of Exelixis (as an Underwriter defined in the offering or sale of such securities0000 Xxx) with respect to the Registerable Shares, and each Person person, if any, who controls the Company Exelixis or any such Underwriter (underwriter within the meaning of the Securities 1933 Act or the 1934 Act) and any other Person selling Common Shares in such Registration Statement , against any and all Claimslosses, claims, damages, liabilities or actions (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such Claims losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement or Prospectus (the Forms S-3 on the effective date thereof, including any preliminary, preliminary prospectus or final prospectus contained therein or summary prospectus and any amendment amendments or supplement supplements thereto) related to such registration, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that (1) the person asserting any such loss, claim, damage, liability or action did not receive a copy of an amended preliminary propspectus or the final prospectus at or prior to the extentwritten confirmation of the sale of the Registrable Shares to such person, but only to and the extentuntrue statement or alleged untrue statement was corrected in the amended preliminary prospectus or the final prospectus, that and (2) such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished by such Stockholder expressly for use in such registration, or (ii) the failure of such Stockholder at or prior to the Company written confirmation of the sale of the Registerable Shares held by such Stockholder to send or arrange delivery of a copy of an amended final prospectus to the person asserting any such loss, claim, damage, liability or action who purchased the Registerable Shares which is the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact was corrected in the amended final prospectus. Each Stockholder will reimburse Exelixis and each such officer or its representative director or controlling person for use therein; providedany legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action, provided however, that the aggregate amount liability of each Stockholder hereunder shall be limited to the proportion of such loss, claim, damage, liability or expense which any is equal to the proportion that the net proceeds from the sale of the securities sold by such Stockholder shall be required under the Form S-3 bears to pay pursuant the total net proceeds from the sale of all securities sold thereunder, but not in any event to this Section 5.2 shall in no event be greater than the amount of exceed the net proceeds received by such Stockholder upon from the sale of Registrable Shares covered by the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such ClaimsForm S-3. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Exelixis or any such indemnified party officer, director, underwriter or controlling person and shall survive the transfer of such securities the Registerable Shares by such Stockholder or UnderwriterStockholder.

Indemnification by Stockholders. Each StockholderSubject to Section 10(c), if Registrable Securities held by it are included Stockholders shall, jointly and severally, indemnify, defend and hold Parent, its Affiliates and their respective officers, directors, employees and agents harmless from and against the entirety of any Adverse Consequences Parent may suffer, sustain or become subject to, through and after the date of the claim for indemnification, including any Adverse Consequences Parent may suffer after the end of the Survival Period with respect to claims made within such period ("Parent Indemnifiable Losses"), resulting from, arising out of, relating to, in the securities as nature of, or caused by: (i) any breach or inaccuracy of any representation or warranty of Stockholders set forth in this Agreement or in the Stockholders Disclosure Schedule, Exhibits or certificates delivered by them in connection herewith and specifically excluding all Liabilities arising from matters set forth in Stockholders Disclosure Schedule ; (ii) any nonfulfillment or breach of any covenant or agreement on the part of Stockholders set forth in this Agreement; (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmlessacquire any capital stock of the Company, to the fullest extent permitted such ownership interest or rights are not set forth on Schedule 5(g) of the Stockholders Disclosure Schedule; (iv) any claims by law, the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities, each Person who controls third parties made against the Company or Parent after the Closing Date arising from or relating to any action, inaction, event, occurrence or circumstance occurring or existing prior to the Closing to the extent not provided for in the Most Recent Balance Sheet; and (v) costs and expense of defending any action, demand or claim by any third-party against or affecting Parent which, if true or successful, would give rise to a breach of representations, warranties or covenants of Stockholders, even if such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claimsaction, insofar as such Claims arise out of demand or are based upon any claim ultimately proves to be untrue or alleged untrue statement unfounded. A Shareholder's indemnification obligation may be satisfied by tendering cash or shares of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make Parent Common Stock valued at the statements therein not misleading, to closing price of Parent Common Stock on the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriterdate tendered.