Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe Initial Purchasers, each PersonHolder, if anyeach Participating Broker-Dealer, each Person who participates as an underwriter in (any such offering and sale of Registrable Securities, Person being an "Underwriter") and each Person, if any, who controls such Holder any Initial Purchaser, Holder, Participating Broker-Dealer or such underwriter Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and their respective directors(collectively, trusteesthe "Section 4 Persons"), officers, partners, agents, employees and Affiliates against all any losses, claims, damages, liabilities and or expenses (including the reasonable attorneys’ cost of investigating and defending against any claims therefore and counsel fees and expensesincurred in connection therewith as such expenses are incurred), as incurred, and any amounts paid in any settlement effected with the Company’s consentjoint or several, which consent shall not may be unreasonably withheld based upon either the 1933 Act, or delayedthe 1934 Act, or any other statute or at common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto) (collectively, “Losses”) incurred by such party pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any actual Prospectus included therein (or threatened action, suit, proceeding any amendment or investigation arising out of supplement thereto) included or based upon any untrue or alleged allegedly included an untrue statement of a material fact contained in, or any omission or alleged omission of omitted to state a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary in order to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as unless such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance on upon, and in conformity with with, written information with respect to such Holder furnished in writing to the Company by any such Holder or its counsel expressly Section 4 Person specifically for use thereinin the preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, (ii) but failure to notify the use Company of any such claim shall not relieve it from any liability which it may have to such Section 4 Person otherwise than on account of the indemnity agreement contained in this paragraph; and provided, further, that the foregoing indemnity with respect to any Prospectus, Free Writing Prospectus including any preliminary prospectus or “issuer information” after such time as preliminary prospectus supplement, shall not inure to the obligation benefit of any Section 4 Person if a copy of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.or

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder or such underwriter within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and their respective directorsagainst any and all losses, trusteesclaims, officersdamages, partnersliabilities, agents, employees expenses and Affiliates against all actions to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusthe Disclosure Package, a or any preliminary, final or summary Prospectus or Free Writing Prospectus or “issuer information,” included in the any such Registration Statement (in light of the circumstances then existingunder which they were made) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability, expense or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case insofar as to the extent that any such statements loss, claim, damage, liability or omissions arise expense arises (i) out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or its counsel expressly for use therein, (ii) the use out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 1(f)(ii) hereof. This indemnity clause will be in addition to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of liability which the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmay otherwise have.

Indemnification; Contribution. (a) The In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company shall, and it hereby agrees to to, indemnify and hold harmless harmless, or cause to be indemnified and held harmless, each Holder Amneal Group Member and its respective officers, directors, employees and controlling Persons, if any, in any offering or sale of the Registrable Securities pursuant to this AgreementShares, each Person, if any, who participates as an underwriter in against any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, damages or liabilities in respect thereof and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedof counsel) (collectively, “LossesClaims”) incurred by ), to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of the Company as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (therein, in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) in which they were made, not misleading, except and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in each connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case insofar as to the extent that any such statements or omissions Claims arise out of or are based upon (i) any such an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance on upon and in conformity with information with respect to such Holder the Required Amneal Group Member Information furnished in writing to the Company in writing by such Holder Amneal Group Member or its counsel on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, (ii) that is the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation subject of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired untrue statement or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedomission.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, Underwriter and each Person, if any, person who controls such Holder or such underwriter any Underwriter within the meaning of Section 15 meanings of the Securities 1933 Act or Section 20 of the Exchange Act against any and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damagesdamages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin the Registration Statement as originally filed or in any amendment thereof, or in any preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case insofar as to the extent that any such statements loss, claim, damage or omissions arise liability arises out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly on behalf of any Underwriter through you specifically for use thereinin connection with the preparation thereof, and (ii) such indemnity with respect to any preliminary prospectus shall not inure to the use benefit of any ProspectusUnderwriter (or any person controlling such Underwriter) from whom the person assessing any such loss, Free Writing Prospectus claim, damage or “issuer information” after liability purchased the Securities which are the subject thereof if such time as the obligation person did not receive a copy of the Company to keep effective Prospectus (or the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented) at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the 1933 Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification; Contribution. (a) The Company agrees agrees, to the extent permitted by law, to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such any Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or otherwise ("Indemnified Holder"), and their respective directorsto reimburse the Holders and such controlling Person or Persons, trusteesif any, officersfor any legal or other expenses incurred by them in connection with defending any action, partnerssuit or proceeding (including governmental investigations) as provided in Section 4(c) hereof, agents, employees and Affiliates against all insofar as such losses, claims, damages, liabilities and expenses or actions, suits or proceedings (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedgovernmental investigations) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin any Shelf Registration Statement, or, if any Shelf Registration Statement shall be amended or supplemented, in the Shelf Registration Statement as so amended or supplemented, or arise out of or are based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements losses, claims, damages, liabilities or omissions actions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission which was made in the Shelf Registration Statement or in the Shelf Registration Statement as so amended or supplemented, in reliance on upon and in conformity with information with respect to such Holder furnished in writing to the Company by such any Holder or its counsel expressly for use therein. The Company's indemnity agreement contained in this Section 4(a), (ii) and the use of any Prospectuscovenants, Free Writing Prospectus or “issuer information” after such time as the obligation representations and warranties of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use contained in this Agreement, shall remain in full force and effect regardless of any Prospectusinvestigation made by or on behalf of any Person, Free Writing Prospectus or “issuer information” after such time as and the indemnity agreement contained in this Section 4 shall survive any termination of this Agreement. The liabilities of the Company has advised in this Section 4 are in addition to any other liabilities of the Holders that the filing of an amendment Company under this Agreement or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedotherwise.

Indemnification; Contribution. (a) The Company agrees shall indemnify, to indemnify and hold harmless the fullest extent permitted by applicable Law, each Holder in any offering or sale holder of Registrable Securities pursuant to this AgreementSecurities, each Personits officers, directors, partners, employees and agents, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directorsAct, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expensesunder the Securities Act or common law or otherwise), as incurredjoint or several, and resulting from any amounts paid in any settlement effected with violation by Company of the Company’s consent, which consent shall not be unreasonably withheld provisions of the Securities Act or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusany prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in, or by any omission or alleged omission from, information concerning any holder of Registrable Securities furnished in writing to Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each case insofar Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as such statements or omissions arise out herein before provided with respect to the indemnification of or are based upon (i) the holders of Registrable Securities; provided that Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect at or prior to the written confirmation of the sale of Registrable Securities to such Holder furnished Person if such statement or omission was corrected in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedsupplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder or such underwriter within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained inin a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusthe Disclosure Package, a or any preliminary, final or summary Prospectus or Free Writing Prospectus or “issuer information,” included in the any such Registration Statement, in light of the circumstances then existingunder which they were made) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case insofar as to the extent that any such statements loss, claim, damage, liability or omissions arise expense arises (i) out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or its counsel expressly for use therein, (ii) the use out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 2(e)(ii) hereof. This indemnity agreement will be in addition to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of liability which the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmay otherwise have.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to to, (i) indemnify and hold harmless each Holder Stockholder in any offering or sale of Registrable Securities pursuant to this AgreementShares, each Personand such Stockholder’s partners, if anymembers, who participates managers and Affiliates (but not, for the avoidance of doubt, any Stockholder Designee in such person’s capacity as an underwriter in any such offering and sale a Director of Registrable Securities, the Company) and each Person, if any, who controls such Holder or such underwriter any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities or liabilities, or any actions or proceedings (whether commenced or threatened) in respect thereof and costs and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedof counsel) (collectively, “LossesClaims”) incurred by to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a any preliminary or final Prospectus (including any Free Writing Prospectus or “issuer information,” incorporated into such Registration Statement, in the light of the circumstances then existing) in which they were made), not misleading; and (ii) reimburse periodically upon demand each indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending (or preparing to defend) any such Claims; provided, except however, that the Company shall not be liable to an indemnified party in each any such case insofar as to the extent, and only to the extent, that any such statements or omissions Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (iincluding any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company about a Stockholder by such indemnified party expressly for use therein, or if the Stockholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to such Stockholder a reasonable period of time prior to such sale and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedStatement.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe Foundation, each Person, if any, who participates as an underwriter in any such offering its officers and sale of Registrable Securitiesdirectors, and each Person, if any, who controls such Holder any agent or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates investment adviser thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ ' fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained inin any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, or (ii) any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions the same arise out of or are based upon (i) upon, any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder the Foundation furnished in writing to the Company by such Holder the Foundation or its counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (ii) within the use meaning of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation Section 15 of the Company Securities Act or Section 20 of the Exchange Act) to keep effective the Registration Statement same extent as provided above with respect to the indemnification of which such Prospectus forms a part has expired or (iii) the use Foundation. Notwithstanding the foregoing provisions of any Prospectusthis Section 11(a), Free Writing Prospectus or “issuer information” after such time as the Company has advised shall not be liable to the Holders Foundation, any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under this Section 11 for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that the filing arises out of an amendment untrue statement or supplement thereto is requiredalleged untrue statement or omission or alleged omission in the preliminary Prospectus if the Foundation, except or other Person on behalf of the Foundation, failed to send or deliver a copy of a final Prospectus to the Person asserting the claim prior to the written confirmation of the sale of the Registrable Securities to such Prospectus, Free Writing Person and such statement or omission was corrected in such final Prospectus or “issuer information” as so amended or supplementedand the Company had previously and timely furnished sufficient copies thereof to the Foundation in accordance with this Agreement.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Holder in any offering or sale Frost Group Shareholder and PPS (each such person being referred to as a “Holder” for purposes of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, Section 5) and each Person, if any, person who controls such any Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, a “Holder Indemnified Party”), from and their respective directorsagainst any loss, trusteesdamage, officersexpense, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses liability or claim (including the reasonable attorneys’ fees and expensescost of investigation) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, and any amounts paid in any settlement effected with the Company’s consentdamage, which consent shall not be unreasonably withheld expense, liability or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin any registration statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact required to be stated in, in any Registration Statement, Prospectus, Free Writing Prospectus registration statement or “issuer information” filed in any amendment or required to be filed pursuant to Rule 433(d) under the Securities Act, supplement thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the case of a Prospectusstatements made in any prospectus or in any amendment or supplement thereto or in any preliminary prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) under which they were made, not misleading, except in each case insofar as any such statements loss, damage, expense, liability or omissions arise claim arises out of or are is based upon (i) any such untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made in reliance on omitted from, and in conformity with information with respect to such Holder furnished in writing by or on behalf of any Holder to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectusprovided, Free Writing Prospectus or “issuer information” after such time as the obligation of however, that the Company shall not be required to keep effective the Registration Statement provide any indemnify pursuant to this Section 5(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of which or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with written information pertaining to a Holder furnished by or on behalf of such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as Holder to the Company has advised the Holders that the filing of an amendment expressly for use in, any registration statement or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedany prospectus.

Indemnification; Contribution. (a) The Company agrees shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Shareholder and their respective affiliates, directors, trusteesofficers and employees (each of the foregoing, officerstogether with the Shareholders, partners, agents, employees and Affiliates a “Covered Person”) against all any losses, claims, actions, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state “blue sky” securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as incurredsuch losses, and any amounts paid in any settlement effected with the Company’s consentclaims, which consent shall not be unreasonably withheld actions, damages, liabilities or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained inin or incorporated by reference in any such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein, (ii) any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein not misleading or (in iii) any violation or alleged violation by the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light Company of the circumstances then existing) Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities, and the Company shall reimburse such Covered Persons for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability; provided that the Company shall not misleadingbe so liable in any such case to the extent that any loss, except in each case insofar as such statements claim, action, damage, liability or omissions arise expense arises out of or are is based upon (i) any such untrue statement or alleged untrue statement statement, or omission or alleged omission omission, made or incorporated by reference in any such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance on upon, and in conformity with with, written information with respect prepared and furnished to such Holder furnished in writing to the Company or prepared on behalf of the Company by such Holder or its counsel Covered Person expressly for use therein, (ii) the use of . This indemnity shall be in addition to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of liability the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmay otherwise have.

Indemnification; Contribution. (a) The Company ITC Investments agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Shareholder holding Registrable Securities, the Affiliates, directors, officers, employees, shareholders, managers and agents of each such Shareholder and each Person, if any, Person who controls any such Holder or such underwriter Shareholder within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained inin a registration statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusthe Disclosure Package, a or any preliminary, final or summary prospectus or Free Writing Prospectus or “issuer information,” included in the any such registration statement, in light of the circumstances then existingunder which they were made) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, that ITC Investments will not be liable in any case insofar as to the extent that any such statements loss, claim, damage, liability or omissions arise expense arises (i) out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect furnished to ITC Investments by or on behalf of any such Holder furnished in writing to the Company by such Holder Shareholder specifically for inclusion therein including any notice and questionnaire, or its counsel expressly for use therein, (ii) the use out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 3.3(c). This indemnity agreement will be in addition to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of liability which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedITC Investments may otherwise have.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to to, (i) indemnify and hold harmless the Shareholder (but not, for the avoidance of doubt, any Shareholder Designee), the Shareholder Parent and each Holder underwriter in any offering or sale of Registrable Securities pursuant to this AgreementShares, each Personand its and their respective Representatives and controlling Persons, if any, who participates as an underwriter in from and against any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedof counsel) (collectively, “LossesClaims”) incurred by to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a any preliminary or final Prospectus (including any Free Writing Prospectus or “issuer information,” incorporated into such Registration Statement, in the light of the circumstances then existing) in which they were made), not misleading; and (ii) reimburse periodically upon demand such indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claims; provided, except however, that the Company shall not be liable to any such indemnified party in each any such case insofar as to the extent that any such statements or omissions Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (iincluding any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder or any Representative of the Shareholder expressly for use therein, or if the Shareholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedStatement.

Indemnification; Contribution. (a) The Company agrees shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant and any Person which is or might be deemed to this Agreement, be a “controlling person” of each Person, if any, who participates as an underwriter in any such offering and sale Holder of Registrable Securities, and each Person, if any, who controls such Holder Securities or such underwriter any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), and their respective directors, trusteesofficers and employees (each of the foregoing, officerstogether with such Holders of Registrable Securities, partners, agents, employees and Affiliates a “Covered Person”) against all any losses, claims, actions, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as incurredsuch losses, and any amounts paid in any settlement effected with the Company’s consentclaims, which consent shall not be unreasonably withheld actions, damages, liabilities or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained inin or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein, (ii) any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein not misleading or (in iii) any violation or alleged violation by the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light Company of the circumstances then existing) Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities, and the Company shall reimburse such Covered Persons for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability; provided that the Company shall not misleadingbe so liable in any such case to the extent that any loss, except in each case insofar as such statements claim, action, damage, liability or omissions arise expense arises out of or are is based upon (i) any such untrue statement or alleged untrue statement statement, or omission or alleged omission omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance on upon, and in conformity with with, written information with respect to such Holder prepared and furnished in writing to the Company by such Holder or its counsel Covered Person expressly for use therein, (ii) the use of . This indemnity shall be in addition to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of liability the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmay otherwise have.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder in any offering or sale of Registrable Securities pursuant to this AgreementSecurities, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees ' fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s 's consent, which consent shall not be unreasonably withheld or delayed) (collectively, “"Losses”") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iA) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (iiB) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 12(a), the Company shall not be liable to any such Holder or underwriter or to any other indemnified party under the indemnity agreement in this Section 12(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party.

Indemnification; Contribution. (ai) The Company agrees Big shall, notwithstanding termination of this Agreement and without limitation as to time, indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementharmless, each Person, if any, who participates as an underwriter in any such offering and sale Qualified Holder of Registrable Securities, the officers, directors, partners, agents, investment advisors and employees of each Personof them, if any, each Person who controls any such Qualified Holder or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and their respective the officers, directors, trustees, officers, partners, agentsagents and employees of each such controlling Person, employees to the fullest extent lawful, from and Affiliates against any and all losses, claims, damages, liabilities and liabilities, costs (including, without limitation, legal or other expenses (including reasonable attorneys’ fees reasonably incurred in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection therewith) and expenses, including expenses of investigation (collectively, "Losses"), as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any registration statement, prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusany prospectus or form of prospectus or supplement thereto, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon to the extent that (ia) any such untrue statement or alleged the untrue statement or omission in the form of a preliminary prospectus was corrected in the final prospectus or alleged omission made in reliance on and in conformity with (b) such are based upon information with respect to regarding such Qualified Holder furnished in writing to the Company Big by or on behalf of such Qualified Holder or its counsel expressly for use thereintherein to the extent that such information was reasonably relied on by Big in the preparation thereof. The obligations of Big to each Indemnified Party shall be separate obligations, (ii) and the use liability of Big to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company Indemnified Party hereunder shall not be extinguished solely because any other Indemnified Party is not entitled to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedindemnity hereunder.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder Stockholder in any offering or sale of Registrable Securities Common Shares pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable SecuritiesCommon Shares, and each Person, if any, who controls such Holder Stockholder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, ProspectusProspectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, an Issuer Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iA) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder Stockholder furnished in writing to the Company by such Holder Stockholder or its counsel expressly for use therein, (iiB) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders Stockholders that the filing of an amendment or supplement thereto is required, except such Prospectus, Issuer Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 8(a), the Company shall not be liable to any such Stockholder or underwriter or to any other indemnified party under the indemnity agreement in this Section 8(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Stockholder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Stockholder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Common Shares by such indemnified party.

Indemnification; Contribution. (a) The Company In connection with any registration of Registrable Securities pursuant to Section 2.01, Section 2.02 or Section 2.03 hereof, Parent agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant harmless, to this Agreementthe fullest extent permitted by Law, each PersonStockholder, if anyits Affiliates, who participates as an underwriter in any such offering directors, officers and sale of Registrable Securities, stockholders and each Person, if any, Person who controls such Holder or such underwriter Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld fees) joint or delayed) (collectively, “Losses”) incurred several caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any part of any Registration Statement or any preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusprospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading; provided that Parent will not be required to indemnify any Indemnified Person for any losses, except in each case insofar as such statements claims, damages, liabilities, judgments, actions or omissions arise out of or are based upon (i) expenses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance on and in conformity with information with respect to such Holder any Indemnified Person furnished to Parent in writing to the Company by such Holder or its counsel Stockholder expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.

Indemnification; Contribution. (a) The Company agrees shall indemnify, to indemnify and hold harmless the fullest extent permitted by law, each Holder in any offering or sale holder of Registrable Securities pursuant to this AgreementSecurities, each Personits officers, directors, partners, employees and agents, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directorsAct, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expensesunder the Securities Act or common law or otherwise), as incurredjoint or several, and resulting from any amounts paid in any settlement effected with violation by the Company’s consent, which consent shall not be unreasonably withheld Company of the provisions of the Securities Act or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusany prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each case insofar Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as such statements or omissions arise out herein before provided with respect to the indemnification of or are based upon (i) the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect at or prior to the written confirmation of the sale of Registrable Securities to such Holder furnished Person if such statement or omission was corrected in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedsupplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless each Holder in who offers or sells any offering or sale of such Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in connection with such registration statement (including its partners (including partners of partners and stockholders of any such offering partners), and sale directors, officers, employees, representatives and agents of Registrable Securitiesany of them, and each Person, if any, person who controls such Holder or such underwriter any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act), from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities reasonable expenses and expenses liabilities, joint or several (including any reasonable attorneys’ fees investigation, legal and expenses, as incurredother expenses incurred in connection with, and any amounts amount paid in settlement of, any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, suit or proceeding or investigation arising any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained inin such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus) or (ii) any omission or alleged omission of to state in such document a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, in it or necessary to make the statements therein in it not misleading; provided, however, that the Company will not be liable to the extent that (1) such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of such Holder in accordance with Section 4(b) of this Agreement for use in such registration statement, or (2) in the case of a Prospectussale directly by such Holder (including a sale of Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder), a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made was contained in reliance on a preliminary prospectus and corrected in conformity with information with a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act or any state securities laws. With respect to such Holder untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by or on behalf of such Holder or its counsel expressly in accordance with Section 4(b) of this Agreement for use thereinin such registration statement, such Holder, on a several and not joint basis, will indemnify and hold harmless the Company (iiincluding its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) the use and directors, officers, employees, representatives and agents of any Prospectusof them, Free Writing Prospectus and each person who controls any of them within the meaning of Section 15 of the Securities Act or “issuer information” after such time Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the obligation same are incurred), to which they, or any of them, may become subject under the Company to keep effective Securities Act, the Registration Statement of which such Prospectus forms a part has expired Exchange Act or (iii) the use of any Prospectusother federal or state statutory law or regulation, Free Writing Prospectus at common law or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedotherwise.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementShares, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable SecuritiesShares, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.

Indemnification; Contribution. (a) The Company agrees shall, to the fullest extent permitted by Law, indemnify and hold harmless each Holder in Sxxxx Family Stockholder, any offering Person who is a “controlling person” of such Stockholder or sale any of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, officersmanagers, partnersmembers, employees, agents, employees Affiliates and Affiliates shareholders, and each other agent, if any, who acts on behalf of or controls any such Stockholder or Controlling Person (each of the foregoing, a “Covered Person”) against all any losses, claims, actions, damages, liabilities (or actions or proceedings in respect thereof, whether or not such Covered Person is a party thereto) and expenses (including reasonable attorneys’ fees costs of investigation and legal expenses), joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or otherwise, insofar as incurredsuch losses, and any amounts paid in any settlement effected with the Company’s consentclaims, which consent shall not be unreasonably withheld actions, damages, liabilities or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained inin or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) (a “Free Writing Prospectus”) or any amendment thereof or supplement thereto or any document incorporated by reference therein or (ii) any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in each connection with investigating, defending or settling any such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case insofar as such statements to the extent that any loss, claim, action, damage, liability or omissions arise expense arises out of or are is based upon (i) any such untrue statement or alleged untrue statement statement, or omission or alleged omission omission, made or incorporated by reference in reliance on and in conformity with information with respect to any such Holder furnished in writing to the Company by such Holder or its counsel expressly for use thereinRegistration Statement, (ii) the use of any Prospectus, preliminary Prospectus, Free Writing Prospectus or “issuer information” after any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such time as the obligation Covered Person expressly for use therein or arises out of or based upon such Covered Person’s failure to deliver a copy of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” any amendments or supplements thereto to a purchaser (if so required) after such time as the Company has advised furnished such Covered Person with a sufficient number of copies of the Holders that same. This indemnity shall be in addition to any liability the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedCompany may otherwise have.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder, the Affiliates, directors, officers, employees, members, managers and agents of each such Holder in any offering or sale of Registrable Securities pursuant to this Agreement, and each Person, if any, Person who participates as an underwriter in controls any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case insofar as to the extent that any such statements loss, claim, damage, liability or omissions arise expense arises (i) out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice or its counsel expressly for use thereinquestionnaire, or (ii) the use out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section ‎2(b). This indemnity agreement will be in addition to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of liability which the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmay otherwise have.

Indemnification; Contribution. (a) The In the event of any registration of any securities of the Company agrees to under the Securities Act, the Company will, and hereby does, indemnify and hold harmless each Holder in the case of any offering registration statement filed pursuant to Section 2 or sale 3, the holder of any Registrable Securities pursuant to this Agreementcovered by such registration statement, its directors and officers, each Personofficer and director of each underwriter, if any, each other person who participates as an underwriter in any such the offering and or sale of Registrable Securities, such securities and each Personother person, if any, who controls such Holder holder or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurredjoint or several, and any amounts paid in any settlement effected with the Company’s consent, to which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, holder or any omission such director or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus officer or “issuer information” filed participating or required to be filed pursuant to Rule 433(d) controlling person may become subject under the Securities ActAct or otherwise, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements losses, claims, damages, liabilities or omissions expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (ix) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (y) 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, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such Holder seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedunderwriters.

Indemnification; Contribution. (a) The Company agrees Guarantor and the Issuer agree to indemnify indemnify, defend and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementInitial Purchaser, each Holder, each person (a “Controlling Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person”), if any, who controls such any Initial Purchaser or Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their the respective officers, directors, trustees, officers, partners, agentsemployees, employees representatives and Affiliates agents of any Initial Purchaser, the Holders or any Controlling Person (each, an “Indemnified Party”), from and against all lossesany loss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable attorneys’ fees and expensescost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, and any amounts paid in any settlement effected with the Company’s consentdamage, which consent shall not be unreasonably withheld expense, liability, claim or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact required to be stated in, in any Shelf Registration Statement, Prospectus, Free Writing Prospectus Statement or “issuer information” filed in any amendment or required to be filed pursuant to Rule 433(d) under the Securities Act, supplement thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the case of a Prospectus, a Free Writing statements made in any Prospectus or “issuer information,” in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances then existing) under which such statements were made, not misleading, except and the Guarantor and the Issuer shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Guarantor and the Issuer shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such statements loss, damage, expense, liability, claim or omissions arise action arises out of or are is based upon (i) any such untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made in reliance on omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Guarantor expressly for use in, any Shelf Registration Statement or any Prospectus or (ii) a disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by an Indemnified Party during a Suspension Period, provided such Indemnified Party received, prior to such disposition, a Suspension Notice with respect to such Holder furnished Suspension Period; provided further, however, that this indemnity agreement will be in writing addition to any liability which the Company by Guarantor and the Issuer may otherwise have to such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedIndemnified Party.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in In connection with any offering or sale registration of Registrable Securities pursuant to this AgreementArticle III, Parent agrees to indemnify and hold harmless, to the fullest extent permitted by Law, each Personof the Investors and their respective Affiliates, if any, who participates as an underwriter in any such offering the Investors’ Representative and sale each of Registrable Securitiesits Affiliates, and each Person, if any, Person who controls such Holder an Investor or such underwriter the Investors’ Representative within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective the directors, officers, employees, partners, affiliates, members, managers, trustees, officersshareholders, partnersassignees and representatives of each of the foregoing (collectively, agents, employees the “Indemnified Persons”) from and Affiliates against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable attorneys’ fees and expensesother expenses actually incurred by them in connection with investigating, as incurreddefending or settling any such losses, and any amounts paid in any settlement effected with the Company’s consentclaims, which consent shall not be unreasonably withheld damages, liabilities, actions or delayedproceedings) (collectively, “Losses”) incurred by such party pursuant to any actual joint or threatened action, suit, proceeding or investigation several arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained inin any part of any Registration Statement, any preliminary or final prospectus or other disclosure document used in connection with the Registrable Securities, any Issuer FWP or any amendment or supplement to any of the foregoing, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein not misleading or (ii) any violation or alleged violation by Parent or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to Parent or any of its Subsidiaries and relating to action or inaction in the case of a Prospectusconnection with any such registration, a Free Writing Prospectus Registration Statement, other disclosure document or “issuer information,” in the light of the circumstances then existing) Issuer FWP; provided, however, that Parent will not misleadingbe required to indemnify any Indemnified Person for any losses, except in each case insofar as such statements claims, damages, liabilities, judgments, actions or omissions arise out of or are based upon (i) expenses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance on and in conformity with information with respect to such Holder Indemnified Person or related Investors furnished to Parent in writing to the Company by or on behalf of such Holder or its counsel related Investors expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.

Indemnification; Contribution. (a) The In the event of any registration of any securities of the Company agrees to under the Securities Act, the Company will, and hereby does, indemnify and hold harmless each Holder in the case of any offering registration statement filed pursuant to Section 2, 3 or sale 4 hereof, the holder of any Registrable Securities pursuant to this Agreementcovered by such registration statement, its directors and officers, each Personofficer and director of each underwriter, if any, each other person who participates as an underwriter in any such the offering and or sale of Registrable Securities, such securities and each Personother person, if any, who controls such Holder holder or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurredjoint or several, and any amounts paid in any settlement effected with the Company’s consent, to which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, holder or any omission such director or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus officer or “issuer information” filed participating or required to be filed pursuant to Rule 433(d) controlling person may become subject under the Securities ActAct or otherwise, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements losses, claims, damages, liabilities or omissions expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (ix) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (y) 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, or (z) any violation by the Company of any securities laws in connection with such registration, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company in an instrument prepared by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation of such documents, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such Holder seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedunderwriters.

Indemnification; Contribution. (a) The Company agrees Agilent and World Trade jointly and severally agree to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementXxxxxxx Xxxxx and its affiliates, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partnersemployees, agents, employees agents and Affiliates controlling persons (Xxxxxxx Xxxxx and each such other person being an “Indemnified Party”) from and against any and all losses, claims, damagesdamages and liabilities, liabilities and expenses (including reasonable attorneys’ fees and expensesjoint or several, as incurredto which such Indemnified Party becomes subject under any applicable law, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant otherwise related to any actual or threatened action, suit, proceeding or investigation arising out of or based upon in connection with (a) any Refinancing or any other transaction contemplated by this Agreement and (b) any untrue statement or alleged untrue statement of a material fact contained in, in any information (whether oral or written) or documents furnished or made available by World Trade or Agilent or any of their affiliates or the relevant issuer or obligor under any Refinancing, directly or through Xxxxxxx Xxxxx, to any holder of securities placed or underwritten by Xxxxxxx Xxxxx or any of its affiliates in connection with any Refinancing or otherwise contemplated pursuant to this Agreement or the omission or the alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary in order to make the statements therein (not misleading, in light of the circumstances under which they were made; provided, however, that neither Agilent nor World Trade shall be liable, in the case of a Prospectusthis clause (b), a Free Writing Prospectus to the extent that any such losses, claims, damages or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions liabilities arise out of or are based upon (i) any on such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information relating to Xxxxxxx Xxxxx (or the relevant affiliate thereof) furnished to Agilent or World Trade by Xxxxxxx Xxxxx expressly for use therein. In no event shall Agilent or World Trade be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Agilent and World Trade jointly and severally agree to promptly reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the matters referred to in the preceding sentence, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of World Trade or Agilent or the relevant issuer or whether or not resulting in any liability. Neither Agilent nor World Trade shall be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, Agilent and World Trade jointly or severally agree to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Agilent and World Trade further jointly and severally agree not to assert any claim against any Indemnified Party for consequential, punitive or exemplary damages on any theory of liability in connection with the transactions described in or contemplated by this Agreement. Neither Agilent nor World Trade shall be liable to an Indemnified Party under clause (a) of the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is finally determined by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, gross negligence or willful misconduct. If the indemnification of an Indemnified Party provided for in this Agreement is for any reason held unenforceable, Agilent and World Trade jointly and severally agree to contribute to the losses, claims, damages or liabilities for which such indemnification is held unenforceable (a) in such proportion as is appropriate to reflect the relative benefits to World Trade and Agilent, on the one hand, and Xxxxxxx Xxxxx, on the other hand, of any Refinancing, or (b) (but only if) the allocation provided for in clause (a) is for any reason prohibited by law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) but also World Trade and Agilent’s relative fault, on the one hand, and the relative fault of Xxxxxxx Xxxxx, on the other hand, as well as any other relevant equitable considerations. Agilent and World Trade jointly and severally agree that for the purposes of this paragraph the relative benefits to World Trade and Agilent, on the one hand, and to Xxxxxxx Xxxxx, on the other hand, shall be deemed to be in the same proportion that the total value received or contemplated to be received by World Trade and/or Agilent in any Refinancing bears to the fees paid or to be paid to Xxxxxxx Xxxxx under any commitment letter or engagement letter, as the case may be, with respect to such Holder furnished in writing Refinancing; provided, however, that, to the Company extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute in respect of a specific transaction an aggregate amount in excess of the fees actually paid in such Holder transaction to Xxxxxxx Xxxxx. The foregoing contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or its counsel expressly for use thereinotherwise. No investigation or failure to investigate by any Indemnified Party shall impair the foregoing indemnification and contribution agreement or any other right an Indemnified Party may have. Agilent and World Trade jointly and severally agree that, (ii) without Xxxxxxx Xxxxx’x prior written consent, neither World Trade nor Agilent nor any of their affiliates or subsidiaries will settle, compromise or consent to the use entry of any Prospectusjudgment in any pending or threatened claim, Free Writing Prospectus action or “issuer information” after proceeding in respect of which indemnification has been or could be sought under the indemnification provisions of this Agreement (whether or not Xxxxxxx Xxxxx or any other Indemnified Party is an actual or potential party to such time claim, action or proceeding), unless such settlement, compromise or consent (a) includes an unconditional written release, in form and substance satisfactory to Xxxxxxx Xxxxx and each Indemnified Party, from all liability arising out of such claim, action or proceeding and (b) does not include any statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any Indemnified Party. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Agilent or any of its subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, World Trade and Agilent agree to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and expenses of its legal counsel. In the event that Xxxxxxx Xxxxx (or an affiliate of Xxxxxxx Xxxxx) acts as underwriter or placement agent in connection with a Securities Offering or any other offering of securities contemplated under Section 4(d) hereof or acts as arranger under any credit facilities or any other financing contemplated under Section 4(d) hereof, the indemnification and contribution provisions set forth in the related placement agreement, underwriting agreement or credit facilities, as the obligation case may be, shall supersede and replace the provisions of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedthis Section 6 in all respects.

Indemnification; Contribution. (a) The Company agrees and the Guarantors severally agree to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementand its directors, each Personofficers, if anyemployees, who participates as an underwriter in any such offering members, representatives and sale of Registrable Securities, agents and each Personperson, if any, who controls such any Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "HOLDER INDEMNIFIED PARTY"), from and their respective directorsagainst (i) any loss, trusteesdamage, officersexpense, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses liability or claim (including the reasonable attorneys’ fees and expensescost of investigation) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, as incurred, and any amounts paid in any settlement effected with the Company’s consentinsofar as such loss, which consent shall not be unreasonably withheld damage, expense, liability or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact required to be stated in, in any Shelf Registration Statement, Prospectus, Free Writing Prospectus Statement or “issuer information” filed in any amendment or required to be filed pursuant to Rule 433(d) under the Securities Act, supplement thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the case of a Prospectus, a Free Writing statements made in any Prospectus or “issuer information,” in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances then existing) under which they were made, not misleading, except in each case insofar as any such statements loss, damage, expense, liability or omissions arise claim arises out of or are is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information required to be included in any Shelf Registration Statement or the related Prospectus pursuant the Securities Act furnished in writing by or on behalf of any Holder to the Company, (ii) any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that as to any preliminary prospectus, this indemnity agreement shall not inure to the benefit of any Holder Indemnified Party on account of any loss, claim, damage, liability or action arising from the sale of the Registrable Securities sold pursuant to the Shelf Registration Statement to any person by such Holder Indemnified Party if (i) that Holder Indemnified Party failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act (other than as a result of a failure by the Company to timely deliver copies of the Prospectus to such Holder Indemnified Party) and (ii) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission made to state a material fact in reliance on and such preliminary prospectus was corrected in conformity with information with respect the Prospectus or a supplement or amendment thereto, as the case may be. This indemnity agreement will be in addition to such Holder furnished in writing to any liability that the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedGuarantor may otherwise have.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant harmless, to this Agreementthe extent permitted by law, each Person, if any, who participates as an underwriter in any such offering and sale (i) Eligible Holder of Registrable Securities, and (ii) each Person, if any, who Person that controls such Holder or such underwriter (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) such Eligible Holder and their (iii) the respective directors, trustees, officers, partners, agentsemployees, employees legal counsel, accountants and Affiliates agents of such Eligible Holder and controlling Person (collectively, “Holder Indemnified Parties”) from and against any and all losses, claims, damages, liabilities and expenses (expenses, including reasonable attorneys’ attorney’s fees and expenses, as incurred, disbursements and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) reasonable expenses of investigation (collectively, “Losses”), caused by any (A) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any Free Writing Prospectus or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iB) any such untrue statement violation or alleged untrue statement violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or omission any rule or alleged omission made regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the Company shall not be liable to any Holder Indemnified Party for any Losses that are (x) caused by or contained in reliance on and in conformity with any information with respect to such Holder furnished in writing to the Company by such or on behalf of a Holder Indemnified Party or its counsel any underwriter expressly for use thereinin any Registration Statement, (ii) the use of Prospectus or preliminary Prospectus or amendment or supplement thereto or any Prospectus, Free Writing Prospectus or “issuer information” after (y) caused by such time as the obligation Holder Indemnified Party’s or any underwriter’s failure to deliver a copy of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any ProspectusStatement, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an preliminary Prospectus or amendment or supplement thereto is required, except such Prospectus, or any Free Writing Prospectus after the Company has furnished such Holder Indemnified Party or “issuer information” such underwriter in a timely manner with a sufficient number of copies of the same. In connection with an Underwritten Offering, the Company shall indemnify such underwriters, each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as so amended or supplementedprovided above with respect to the indemnification of the Eligible Holders of Registrable Securities.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, the Stockholders and each Person, if any, who controls such Holder or such underwriter the Stockholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) against any and their respective directorsall loss, trusteesliability, officers, partners, agents, employees claim and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expensesdamage, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement (or any amendment thereto), or any the omission or alleged omission therefrom of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary in order to make the statements therein (therein, in light of the case circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a Prospectus, a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or “issuer information,” any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading, except and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in each case insofar as connection with investigating, defending or paying any such statements loss, claim, damage, liability or omissions arise action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of or are based upon (i) any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use thereinin any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (iior any amendment or supplement thereto) the use of or any Prospectus, Issuer Free Writing Prospectus (or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedthereto).

Indemnification; Contribution. (a) The Company agrees to Secured Parties shall jointly and severally indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe Administrative Agent, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective its directors, trustees, officers, shareholders, members, partners, agents, employees and Affiliates agents (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) (individually, an “Indemnified Party”; collectively, “Indemnified Parties”), from and against any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses or disbursements (including reasonable attorneys’ fees and expenseslegal fees) of any kind or nature whatsoever (“Loss”) which may be imposed on, as incurred, and incurred by or asserted against the Indemnified Party in performing the Administrative Agent’s duties hereunder or under the Agreement or any amounts paid other Transaction Document or in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld way relating to or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of the Agreement or based upon any untrue or alleged untrue statement other Transaction Document. The Secured Parties shall reimburse the Administrative Agent for any Loss as incurred but in any event within ten (10) business days of the delivery by the Administrative Agent to the Secured Parties of a material fact written notice setting forth the nature and amount of any such Loss. If the indemnification under this Section 6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Loss, then each Secured Party shall contribute to the amount paid or payable by such Indemnified Party in proportion to the Secured Parties’ initially purchased respective stated value of Series B Preferred Stock. The indemnity and contribution agreements contained in, or in this Section are in addition to any omission or alleged omission of a material fact required other liability that the Secured Parties may have to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) the Indemnified Parties under the Securities ActAgreement or otherwise. Prior to taking any action hereunder or under the Agreement as Administrative Agent, or the Administrative Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to make protect the statements therein (in Administrative Agent for costs and expenses associated with taking such action and the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) Administrative Agent may delay taking any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after action until such time as the obligation of the Company it shall have received such sums and shall have no liability hereunder to keep effective the Registration Statement of which any party for any such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementeddelay.

Indemnification; Contribution. (a) The Company agrees shall indemnify, to indemnify and hold harmless the fullest extent permitted by law, each Holder in any offering or sale holder of Registrable Securities pursuant to this AgreementSecurities, each Personits officers, directors, partners, employees and agents, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directorsAct, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expensesunder the Securities Act or common law or otherwise), as incurredjoint or several, and resulting from any amounts paid in any settlement effected with violation by the Company’s consent, which consent shall not be unreasonably withheld Company of the provisions of the Securities Act or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusany prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article II is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article II is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each case insofar Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as such statements or omissions arise out herein before provided with respect to the indemnification of or are based upon (i) the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect at or prior to the written confirmation of the sale of Registrable Securities to such Holder furnished Person if such statement or omission was corrected in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedsupplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus a reasonable time prior to such written confirmation.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees ' fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “"Losses”") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementInitial Purchaser, each PersonHolder, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Personperson, if any, who controls such any Initial Purchaser or Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Controlling Person”) and their the respective officers, directors, trustees, officers, partners, agentsemployees, employees representatives and Affiliates agents of the Initial Purchasers, the Holders or any Controlling Person (each, an “Indemnified Party”), from and against all lossesany loss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable attorneys’ fees and expensescost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, and any amounts paid in any settlement effected with the Company’s consentdamage, which consent shall not be unreasonably withheld expense, liability, claim or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact required to be stated in, in any Shelf Registration Statement, Prospectus, Free Writing Prospectus Statement or “issuer information” filed in any amendment or required to be filed pursuant to Rule 433(d) under the Securities Act, supplement thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the case of a Prospectus, a Free Writing statements made in any Prospectus or “issuer information,” in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances then existing) under which they were made, not misleading, except and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in each case connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that (i) insofar as any such statements loss, damage, expense, liability, claim or omissions arise action arises out of or are is based upon (i) any such untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made in reliance on omitted from, and in conformity with information furnished in writing by or on behalf of any Initial Purchaser or Holder to the Company expressly for use therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased the Registrable Securities concerned, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by Such Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Holder furnished in writing results from the fact that there was not sent or given to such person, at or prior to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation written confirmation of the Company sale of such Registrable Securities to keep effective such person, a copy of the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as final prospectus if the Company has advised had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement will be in addition to any liability which the Holders that the filing of an amendment or supplement thereto is required, except Company may otherwise have to such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedIndemnified Party.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in In the event of any offering or sale registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the seller of such Registrable Securities, and its directors and officers, each Person, if any, who participates as an underwriter in any of such offering and sale of Registrable Securities, and each Personother person, if any, who controls such Holder seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, in so far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, and any document incorporated therein by reference or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof. In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, each seller of Registrable Securities, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directorsAct, trustees, officers, partners, agents, employees and Affiliates against all any losses, claims, damagesdamages or liabilities, joint or several, to which the Company, such directors and officers, underwriters or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and expenses in conformity with information furnished in writing to the Company by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such seller hereunder shall be limited to an amount equal to the net proceeds to such seller from Registrable Securities sold as contemplated herein. Each party entitled to Indemnification under this Section 5 (including reasonable attorneys’ fees and expenses, the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as incurredto which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any amounts paid in such claim or any settlement effected with litigation resulting therefrom; providing, that counsel for the Company’s consentIndemnifying Party, which consent who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or delayed) (collectively, “Losses”) incurred potential differing interests between the Indemnified Party and any other party represented by such party pursuant counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any actual judgment or threatened actionenter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, suitand no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party. If the indemnification provided for herein is unavailable to or insufficient to hold harmless an Indemnified Party hereunder, proceeding then each Indemnifying Party shall contribute to the amount paid or investigation arising out payable by such Indemnified Party as a result of the losses, claims, damages or based upon any liabilities (or actions or proceedings in respect thereof) referred to herein in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other in connection with the statements, omissions, actions, or inactions which resulted in such losses, claims, damages or liabilities. The relative fault of the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact contained in, or any the omission or alleged omission of to state a material fact required relates to be stated ininformation supplied by the Indemnifying Party or the Indemnified Party, any Registration Statementaction or inaction by any such party, Prospectusand the parties' relative intent, Free Writing Prospectus knowledge, access to information, and opportunity to correct or “issuer information” filed prevent such statement, omission, action, or required to be filed pursuant to Rule 433(dinaction. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) under of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, suit, proceeding, investigation, or necessary threat thereof with respect to make which a claim for contribution may be made against an Indemnifying Party hereunder, such Indemnified Party shall, if a claim for contribution in respect thereto is to be made against an Indemnifying Party, give written notice to the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light Indemnifying Party of the circumstances then existing) commencement thereof (if the notice specified herein has not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information been given with respect to such Holder furnished in writing action); provided, however, that the failure to so notify the Indemnifying Party shall not relieve it from any obligation to provide contribution which it may have to any Indemnified Party hereunder, except to the Company extent that the Indemnifying Party is actually prejudiced by the failure to give notice. The parties hereto agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method of allocation which does not take account of equitable considerations referred to herein. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5, contribution by any seller of Registerable Securities shall be limited in amount to the net amount of proceeds received by such Holder seller from the sale of such Registerable Securities pursuant to such Registration Statement. If indemnification is available hereunder, the Indemnifying Parties shall indemnify each Indemnified Party to the fullest extent provided herein, without regard to the relative fault of said Indemnifying Party or its counsel expressly Indemnified Party or any other equitable consideration provided for use thereinherein. The provisions hereof shall be in addition to any other rights to indemnification or contribution which any Indemnified Party may have pursuant to law or contract, (ii) the use shall remain in full force and effect regardless of any Prospectus, Free Writing Prospectus investigation made by or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use on behalf of any ProspectusIndemnified Party, Free Writing Prospectus or “issuer information” after and shall survive the transfer of securities by any such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedparty.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees ' fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “"Losses”") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Holder or to any Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise.

Indemnification; Contribution. (a) The Company agrees to Issuer shall indemnify and hold harmless each Holder in any offering or sale Holder, each of its directors, officers (and partners and managers, as applicable), each underwriter of Registrable Securities pursuant and Indemnified Affiliates of each of them, against any losses, expenses, claims, damages or liabilities (or actions in respect thereof), joint or several, to this Agreementwhich such Holder, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of Indemnified Affiliate may become subject under the Securities Act or Section 20 otherwise, including reasonable costs of the Exchange Act investigation and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities reasonable attorney’s fees and expenses (including reasonable attorneys’ fees each, a “Liability” and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “LossesLiabilities”) incurred by and will reimburse such party pursuant to Holders, underwriters and Indemnified Affiliates for any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, reasonable legal or any omission other expenses incurred in connection with investigating, defending or alleged omission of a material fact required to be stated insettling any such Liability, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as to the extent such statements Liabilities directly or omissions indirectly arise out of or are based upon (i) any such untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act or omission any Prospectus contained therein, or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder any amendment or its counsel expressly for use thereinsupplement thereof, or any Disclosure Package, (ii) the use 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 any such Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation in light of the Company to keep effective the Registration Statement of circumstances under which such Prospectus forms a part has expired they were made, not misleading or (iii) any violation or alleged violation by the use Issuer of any Prospectusrule or regulation promulgated under the Securities Act or any state securities laws, Free Writing Prospectus and shall reimburse each such Holder, underwriter and Indemnified Affiliate for any reasonable legal or “issuer information” after any other expenses incurred in connection with investigating, defending or settling any such time as the Company has advised the Holders Liability; provided, that the filing Issuer shall not be liable in any such case to the extent that any Liability arises out of or is based on any untrue statement or omission based upon and in conformity with written information furnished to the Issuer by an amendment instrument duly executed by such Holder or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedunderwriter specifically for use therein.

Indemnification; Contribution. (a) The Company In connection with any registration of Registrable Securities pursuant to Section 3.01, Section 3.02 or Section 3.03 hereof, A&P agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant harmless, to this Agreementthe fullest extent permitted by Law, each PersonTengelmann, if anyits Affiliates, who participates as an underwriter in any such offering directors, officers and sale of Registrable Securities, stockholders and each Person, if any, Person who controls such Holder or such underwriter Tengelmann within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable attorneys’ fees and expensesfees), as incurredjoint or several, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any part of any Registration Statement or any preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusprospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading; provided that A&P will not be required to indemnify any Indemnified Person for any losses, except in each case insofar as such statements claims, damages, liabilities, judgments, actions or omissions arise out of or are based upon (i) expenses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance on and in conformity with information with respect to such Holder any Indemnified Person furnished to A&P in writing to the Company by such Holder or its counsel Tengelmann expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.

Indemnification; Contribution. (a) The Company agrees Parent shall, to the fullest extent permitted by Law, indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, any Person who controls is a “controlling person” of such Holder or such underwriter any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, officersmanagers, partnersmembers, employees, agents, employees Affiliates and Affiliates shareholders, and each other agent, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against all any losses, claims, actions, damages, liabilities (or actions or proceedings in respect thereof, whether or not such Covered Person is a party thereto) and expenses (including reasonable attorneys’ fees costs of investigation and legal expenses), joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or otherwise, insofar as incurredsuch losses, and any amounts paid in any settlement effected with the Company’s consentclaims, which consent shall not be unreasonably withheld actions, damages, liabilities or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained inin or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) (a “Free Writing Prospectus”) or any amendment thereof or supplement thereto or any document incorporated by reference therein or (ii) any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except and Parent shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in each connection with investigating, defending or settling any such loss, claim, action, damage or liability; provided, that Parent shall not be so liable in any such case insofar as such statements to the extent that any loss, claim, action, damage, liability or omissions arise expense arises out of or are is based upon (i) any such untrue statement or alleged untrue statement statement, or omission or alleged omission omission, made or incorporated by reference in reliance on and in conformity with information with respect to any such Holder furnished in writing to the Company by such Holder or its counsel expressly for use thereinRegistration Statement, (ii) the use of any Prospectus, preliminary Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment thereof or supplement thereto is requiredor any document incorporated by reference therein in reliance upon, except and in conformity with, written information prepared and furnished to Parent by such Prospectus, Free Writing Covered Person expressly for use therein or arises out of or based upon such Covered Person’s failure to deliver a copy of the Prospectus or “issuer information” as any amendments or supplements thereto to a purchaser (if so amended or supplementedrequired) after Parent has furnished such Covered Person with a sufficient number of copies of the same. This indemnity shall be in addition to any liability Parent may otherwise have.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to to, indemnify and hold harmless each Holder Stockholder (which, for purposes of this Article VI, shall be deemed to include each holder of Registrable Shares) and its controlled Affiliates and their respective directors, officers, members, employees, managers, partners, accountants, attorneys and agents and each Person who controls (within the meaning of the Securities Act and the Exchange Act) such Persons, in any offering or sale of the Registrable Securities pursuant to this AgreementShares, each Person, if any, who participates as an underwriter in from and against any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedof counsel) (collectively, “LossesClaims”) incurred by to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of the Company as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon any (i) an untrue or alleged untrue statement of a material fact contained inin any registration statement used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein not misleading and (in the case ii) any untrue or alleged untrue statement of a Prospectusmaterial fact in any prospectus or preliminary prospectus used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a Free Writing Prospectus material fact required to be stated therein or “issuer information,” necessary to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading, except and the Company shall, and it hereby agrees to, reimburse periodically the indemnified person for any legal or other out-of-pocket expenses reasonably incurred by them in each connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case insofar as only to the extent that any such statements or omissions Claims arise out of or are based upon (i) any such an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by the Stockholder Group expressly for use therein. The members of the Stockholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Holder Persons, if any, in any offering or its counsel sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact in any registration statement used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any untrue or alleged untrue statement of a material fact in any prospectus or preliminary prospectus used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case 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 Group expressly for use therein, and (ii) reimburse the use of Company for any Prospectuslegal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. Notwithstanding the foregoing, Free Writing Prospectus or “issuer information” after such time as the obligation no member of the Company Stockholder Group shall be liable under this Section 6.1(a) for amounts in excess of the proceeds (net of underwriting discounts and commissions) received by such holder in the offering giving rise to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedliability.

Indemnification; Contribution. (a) The Company agrees Dealer Manager will indemnify, defend (subject to indemnify Section 4 of the Dealer Manager Agreement) and hold harmless each Holder the Wholesaler, its affiliates and their respective officers, directors, shareholders, members, partners, other equity-holders and control persons (collectively, the “Other Indemnified Parties”), from and against any losses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in any offering respect thereof), to which the Wholesaler, its affiliates or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of their respective Other Indemnified Parties may become subject under the Securities Act or Section 20 of the Exchange Act and their respective directorsAct, trusteesor otherwise, officers, partners, agents, employees and Affiliates against all insofar as such losses, claims, damages, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Dealer Manager, any breach of a covenant or agreement contained herein of the Dealer Manager, or any failure by the Dealer Manager to comply with state or federal securities law applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained inin the information relating to the Dealer Manager that appears in the Dealer Manager Sections of the Prospectus or any amendment thereof, or any arise out of or are based upon the omission or alleged omission of to state in the Dealer Manager Sections a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (therein, in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) under which they were made, not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on ; and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the any unauthorized use of sales materials or use of unauthorized verbal representations concerning the Offered Shares by the Dealer Manager. The Dealer Manager will reimburse the Wholesaler and its Other Indemnified Parties for any Prospectuslegal or other expenses reasonably incurred by such Wholesaler, Free Writing Prospectus its affiliates and their respective Other Indemnified Parties in connection with investigating or “issuer information” after defending such time as the Company has advised the Holders that the filing of an amendment loss, claim, damage, liability or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedaction.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder or such underwriter within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case insofar as to the extent that any such statements loss, claim, damage, liability or omissions arise expense arises (i) out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or its counsel expressly for use therein, (ii) the use out of any Prospectus, Free Writing Prospectus or “issuer information” sales of Registrable Securities made during a Suspension Period after such time as the obligation of the Company notice is given pursuant to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.Section 2(e)(ii)

Indemnification; Contribution. (a) The Company agrees shall indemnify, to indemnify and hold harmless the fullest extent permitted by applicable Law, each Holder in any offering or sale holder of Registrable Securities pursuant to this AgreementSecurities, each Personits officers, directors, partners, employees and agents, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directorsAct, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expensesunder the Securities Act or common law or otherwise), as incurredjoint or several, and resulting from any amounts paid in any settlement effected with violation by the Company’s consent, which consent shall not be unreasonably withheld Company of the provisions of the Securities Act or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusany prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each case insofar Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as such statements or omissions arise out herein before provided with respect to the indemnification of or are based upon (i) the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect at or prior to the written confirmation of the sale of Registrable Securities to such Holder furnished Person if such statement or omission was corrected in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedsupplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementand its directors, each Personofficers, if anyemployees, who participates as an underwriter in any such offering members, representatives and sale of Registrable Securities, agents and each Personperson, if any, who controls such any Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder Indemnified Party”), from and their respective directorsagainst any loss, trusteesdamage, officersexpense, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses liability or claim (including the reasonable attorneys’ fees and expensescost of investigation) which such Holder Indemnified Party may incur under the Securities Act, Exchange Act, or any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement, or otherwise, as incurred, and any amounts paid in any settlement effected with the Company’s consentinsofar as such loss, which consent shall not be unreasonably withheld damage, expense, liability or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin the Shelf Registration Statement, or in any Prospectus, or any amendment thereof or supplement thereto, or arises out of or is based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing any Prospectus or “issuer information,” in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances then existingunder which they were made) not misleading; provided, except however, that: (i) the Company shall not be liable in each any such case insofar as to the extent that any such statements loss, damage, expense, liability or omissions arise claim arises out of or are is based upon (i) any such untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made in reliance on omitted from, and in conformity with information required to be used in any Shelf Registration Statement, related prospectus or any amendments or supplements thereto pursuant to the Securities Act furnished in writing by or on behalf of the applicable Holder Indemnified Party to the Company expressly for use in a Shelf Registration Statement or Prospectus or any amendment thereof or supplement thereto; and (ii) with respect to such Holder furnished any untrue statement or omission of material fact made in writing to the Company by such Holder Shelf Registration Statement, or its counsel expressly for use therein, (ii) the use of in any Prospectus, Free Writing Prospectus the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of a Holder Indemnified Party if the untrue statement or “issuer information” after such time as omission of material fact was corrected in amendments or supplements to the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so then amended or supplemented, if such corrected Prospectus was timely made available by the Company pursuant to Section 3(g) hereof, and the Holder Indemnified Party was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to any such loss, damage, expense, liability or claim and such Holder Indemnified Party, notwithstanding such advice, used it. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Registrable Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(i).

Indemnification; Contribution. (a) The Company agrees Trust hereby indemnifies and holds harmless, to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe fullest extent permitted by law, each PersonBeneficial Owner, if anydirectors, who participates officers, partners, employees, agents of the Beneficial Owners, as an underwriter in any such offering and sale of Registrable Securitiesapplicable, and each Person, if any, who controls such Holder or such underwriter any Beneficial Owner within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act and their respective directorsAct, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, common law and otherwise), joint or necessary to make the statements therein (in the case of a Prospectusseveral, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions which arise out of or are based upon (i) any such untrue statement or alleged untrue statement of a material fact contained in the registration statement contemplated hereby or in any prospectus, preliminary prospectus, any amendment or supplement thereto or any document incorporated by reference relating thereto or in any filing made in connection with the registration or qualification of the offering under "blue sky" or other securities laws of jurisdictions in which the Registrable Securities are offered, or any omission or alleged omission made to state therein a material fact required to be stated therein, or necessary to make the statements therein, in reliance on light of the circumstances under which they were made, not misleading, and the Trust shall reimburse such Beneficial Owners for any legal or other expenses reasonably incurred by them in conformity connection with investigating or defending any such loss, claim, damage, liability or proceeding, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used prior to the effective date of such registration statement (unless such statement is corrected in the final prospectus, and the Trust has previously furnished copies thereof to the Beneficial Owners seeking such indemnification), or contained in the final prospectus (as amended or supplemented if the Trust shall have filed with the Commission any amendment thereof or supplement thereto) if used within the period during which the Trust is required to keep the registration statement to which such prospectus relates current, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not extend to any such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses that are caused by any untrue statement or alleged untrue statement contained in, or by any omission or alleged omission from, information with respect to such Holder furnished in writing to the Company Trust by such Holder or its counsel Beneficial Owner in such capacity specifically and expressly for use therein, (ii) the use of in any Prospectus, Free Writing Prospectus such registration statement or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedprospectus.

Indemnification; Contribution. (a) The Company and each Guarantor agrees to indemnify indemnify, defend and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementInitial Purchaser, each Notice Holder, each person (a “Controlling Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person”), if any, who controls such any Initial Purchaser or Notice Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their the respective officers, directors, trustees, officers, partners, agentsemployees, employees representatives and Affiliates agents of any Initial Purchaser, the Notice Holders or any Controlling Person (each, an “Indemnified Party”), from and against all lossesany loss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable attorneys’ fees and expensescost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, and any amounts paid in any settlement effected with the Company’s consentdamage, which consent shall not be unreasonably withheld expense, liability, claim or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact required to be stated in, in any Shelf Registration Statement, Prospectus, Free Writing Prospectus Statement or “issuer information” filed in any amendment or required to be filed pursuant to Rule 433(d) under the Securities Act, supplement thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the case of a Prospectus, a Free Writing statements made in any Prospectus or “issuer information,” in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances then existing) under which such statements were made, not misleading; provided, except however, that the Company and the Guarantors shall not be required to provide any indemnification pursuant to this Section 6(a) in each any such case insofar as any such statements loss, damage, expense, liability, claim or omissions arise action arises out of or are is based upon (i) any such untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made in reliance on omitted from, and in conformity with information with respect to such Holder furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company by such Holder or its counsel expressly for use thereinin, (ii) the use of any Shelf Registration Statement or any Prospectus; provided further, Free Writing Prospectus or “issuer information” after such time as the obligation of however, that this indemnity agreement will be in addition to any liability which the Company and the Guarantors may otherwise have to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedIndemnified Party.

Indemnification; Contribution. (a) The Company agrees and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe Initial Purchasers, each PersonHolder, if any, who participates as an underwriter in any such offering and sale of Registrable Securitieseach Participating Broker-Dealer, and each Person, if any, who controls such any Holder or such underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and their respective directors, trustees, officers, partners, agents, employees each affiliate of any Holder within the meaning of Rule 405 under the 1933 Act from and Affiliates against any and all losses, claims, damagesdamages and liabilities (including, liabilities and without limitation, any legal or other expenses (including reasonable attorneys’ fees and expenses, as incurred, and reasonably incurred in connection with defending or investigating any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld such action or delayedclaim) (collectively, “Losses”) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement or any amendment thereof or any Prospectus included therein (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or in any Preliminary Prospectus or “issuer free writing prospectus,” as defined in Rule 433 (“Issuer FWP”) of the 1933 Act, relating to a Shelf Registration, pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, if any, or caused by any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements losses, claims, damages or omissions arise out of or liabilities are based upon (i) caused by any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with based upon information with respect relating to such any Holder furnished in writing to the Company in writing by or on behalf of such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.

Indemnification; Contribution. (a) The Company agrees Parent shall, to the fullest extent permitted by Law, indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, any Person who controls is a “controlling person” of such Holder or such underwriter any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, officersmanagers, partnersmembers, employees, agents, employees Affiliates and Affiliates shareholders, and each other agent, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against all any losses, claims, actions, damages, liabilities (or actions or proceedings in respect thereof, whether or not such Covered Person is a party thereto) and expenses (including reasonable attorneys’ fees costs of investigation and legal expenses), joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or otherwise, insofar as incurredsuch losses, and any amounts paid in any settlement effected with the Company’s consentclaims, which consent shall not be unreasonably withheld actions, damages, liabilities or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained inin or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) (a “Free Writing Prospectus”) or any amendment thereof or supplement thereto or any document incorporated by reference therein or (ii) any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except and Parent shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in each connection with investigating, defending or settling any such loss, claim, action, damage or liability; provided, that Parent shall not be so liable in any such case insofar as such statements to the extent that any loss, claim, action, damage, liability or omissions arise expense arises out of or are is based upon (i) any such untrue statement or alleged untrue statement statement, or omission or alleged omission omission, made or incorporated by reference in reliance on and in conformity with information with respect to any such Holder furnished in writing to the Company by such Holder or its counsel expressly for use thereinRegistration Statement, (ii) the use of any Prospectus, preliminary Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment thereof or supplement thereto is requiredor any document incorporated by reference therein in reliance upon, except and in conformity with, written information prepared and furnished to Parent by such Prospectus, Free Writing Covered Person expressly for use therein or arises out of or based upon such Covered Person’s failure to deliver a copy of the Prospectus or “issuer information” as any amendments or supplements thereto to a purchaser (if so amended or supplementedrequired) after Parent has furnished such Covered Person with a sufficient number of copies of the same. This indemnity shall be in addition to any liability Parent may otherwise have.

Indemnification; Contribution. (a) The Company EchoStar shall, and it hereby agrees to to, indemnify and hold harmless the Investors and their respective directors, officers, employees, Affiliates and controlling Persons, if any, and each Holder underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of the Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all any losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedof counsel) (collectively, “LossesClaims”) incurred by to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of EchoStar as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin any registration statement, or any omission preliminary or alleged omission of a material fact required to be stated infinal prospectus contained therein, or any amendment or supplement thereto, any Registration Statement“issuer free writing prospectus” as defined in Rule 433 under the Securities Act, Prospectus, Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectusany document incorporated by reference therein, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and EchoStar shall, and it hereby agrees to, reimburse periodically the Investors or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; provided, however, that EchoStar shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made (i) in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance on upon and in conformity with written information with respect furnished to such Holder furnished in writing to EchoStar by the Company by such Holder or its counsel Investors expressly for use therein, (ii) in any prospectus used after such time as EchoStar advised such Investor in writing that the use filing of a post-effective amendment or supplement thereto was required, other than such prospectus as so amended or supplemented or (iii) in any Prospectus, Free Writing Prospectus or “issuer information” prospectus used after such time as the obligation of the Company EchoStar to keep such prospectus effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedand current shall have expired.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe Initial Purchasers, their respective affiliates, each PersonHolder, if any, each Participating Broker-Dealer and each Person who participates as an underwriter in (any such offering and sale of Registrable Securities, Person being an “Underwriter”) and each Person, if any, who controls such Holder any Initial Purchaser, Dealer Manager, Holder, Participating Broker-Dealer or such underwriter Underwriter within the meaning of Section 15 of the Securities 1933 Act or the 1934 Act (collectively, the “Section 20 of the Exchange Act and their respective directors4 Persons”), trustees, officers, partners, agents, employees and Affiliates against all any losses, claims, damages, liabilities and or expenses (including the reasonable attorneys’ cost of investigating and defending against any claims therefore and counsel fees incurred in connection therewith as such expenses are incurred), joint or several, which may be based upon either the 1933 Act, or the 1934 Act, or any other statute or at common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any Prospectus included therein (or any amendment or supplement thereto) includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by any such Section 4 Person specifically for use in the preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any such claim (i) shall not relieve the Company from liability under this paragraph unless and to the extent the Company did not otherwise learn of such claim and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) shall not relieve the Company from any liability which it may have to such Section 4 Person otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to such Section 4 Persons. In the event that the Company elects to assume the defense of any such suit and retains such counsel, each Section 4 Person may retain additional counsel but shall bear the fees and expensesexpenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Section 4 Person and the Section 4 Persons and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, as incurredin which case the Company shall not be entitled to assume the defense of such suit on behalf of such Section 4 Person, notwithstanding its obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any amounts paid one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Section 4 Persons, which firm shall be designated in writing by the Initial Purchasers and Dealer Managers. The Company shall not be liable to indemnify any Person for any settlement of any such claim effected with without the Company’s prior written consent, which consent shall not be unreasonably withheld withheld. The Company shall not, without the prior written consent of the Section 4 Person, effect any settlement, compromise or delayed) (collectively, “Losses”) incurred by such party pursuant consent to the entry of judgment in any actual pending or threatened action, suitsuit or proceeding in respect of which any Section 4 Person is or could have been a party and indemnity was or could have been sought hereunder by such Section 4 Person, unless such settlement, compromise or consent (x) includes an unconditional release of such Section 4 Person from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or investigation arising out an admission of fault, culpability or based upon failure to act by or on behalf of any untrue or alleged untrue statement of a material fact contained inSection 4 Person. This indemnity agreement will be in addition to any liability, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to which the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmight otherwise have.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each harmless, to the fullest extent permitted by law, the Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such the Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, ProspectusProspectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iA) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such the Holder furnished in writing to the Company by such the Holder or its counsel expressly for use therein, (iiB) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders Holder that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 2.10(a), the Company shall not be liable to the Holder or any underwriter or to any other indemnified party under the indemnity agreement in this Section 2.10(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) the Holder or such underwriter failed to send or deliver a copy of the Prospectus prior to the time of the sale of Registrable Securities by the Holder or such underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, the Holder or such underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, prior to the time of the sale of Registrable Securities by the Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party.

Indemnification; Contribution. (aA) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe Dealer Manager, their respective affiliates, each PersonHolder, if any, each Participating Broker-Dealer and each Person who participates as an underwriter in (any such offering and sale of Registrable Securities, Person being an “Underwriter”) and each Person, if any, who controls such Holder any Dealer Manager, Holder, Participating Broker-Dealer or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors(collectively, trusteesthe “Section 4 Persons”), officers, partners, agents, employees and Affiliates against all any losses, claims, damages, liabilities and or expenses (including the reasonable attorneys’ cost of investigating and defending against any claims therefore and reasonable and documented counsel fees incurred in connection therewith as such expenses are incurred), joint or several, which may be based upon either the Securities Act, or the Exchange Act, or any other statute or at common law, on the ground or alleged ground that (i) any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the Securities Act includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any Prospectus included therein (or any amendment or supplement thereto) includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the light of the circumstances under which they were made, in each case, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by any such Section 4 Person specifically for use in the preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any such claim shall not relieve the Company from liability under this paragraph unless and to the extent the Company did not otherwise learn of such claim and such failure results in the forfeiture by the Company of substantial rights and defenses. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to such Section 4 Persons. In the event that the Company elects to assume the defense of any such suit and retains such counsel, each Section 4 Person may retain additional counsel but shall bear the fees and expensesexpenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Section 4 Person and the Section 4 Persons and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, as incurredin which case the Company shall not be entitled to assume the defense of such suit on behalf of such Section 4 Person, notwithstanding its obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any amounts paid one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Section 4 Persons, which firm shall be designated in writing by the Dealer Manager. The Company shall not be liable to indemnify any Person for any settlement of any such claim effected with without the Company’s prior written consent, which consent shall not be unreasonably withheld withheld. The Company shall not, without the prior written consent of the Section 4 Person, effect any settlement, compromise or delayed) (collectively, “Losses”) incurred by such party pursuant consent to the entry of judgment in any actual pending or threatened action, suitsuit or proceeding in respect of which any Section 4 Person is or could have been a party and indemnity was or could have been sought hereunder by such Section 4 Person, unless such settlement, compromise or consent (x) includes an unconditional release of such Section 4 Person from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or investigation arising out an admission of fault, culpability or based upon failure to act by or on behalf of any untrue or alleged untrue statement of a material fact contained inSection 4 Person. This indemnity agreement will be in addition to any liability, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to which the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmight otherwise have.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementSecurityholder, each Personits Affiliates, if anydirectors, who participates as an underwriter in any such offering officers, employees, members, managers and sale of Registrable Securities, agents and each Person, if any, Person who controls such Holder or such underwriter any Securityholder within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by Applicable Law, from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities liabilities, expenses and expenses actions (including reasonable attorneys’ fees and expenses, "Losses") to which they or any of them may become subject insofar as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusthe Disclosure Package, a or any preliminary, final or summary Prospectus or Free Writing Prospectus or “issuer information,” included in the any such Registration Statement (in light of the circumstances then existingunder which they were made) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such Losses or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case insofar as to the extent that any such statements or omissions Losses arise (i) out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with Selling Holder Information or other written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly on behalf of any Securityholder specifically for use inclusion therein, or (ii) the use out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 4.08(d) hereof. This indemnity clause will be in addition to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of liability which the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmay otherwise have.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act and their respective directorsAct, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, common law and otherwise), joint or necessary to make the statements therein (in the case of a Prospectusseveral, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions which arise out of or are based upon (i) any such untrue statement or alleged untrue statement of a material fact contained in the registration statement contemplated hereby or in any prospectus, preliminary prospectus, any amendment or supplement thereto or any document incorporated by reference relating thereto or in any filing made in connection with the registration or qualification of the offering under "blue sky" or other securities laws of jurisdictions in which the Registrable Common Shares are offered, or any omission or alleged omission made to state therein a material fact required to be stated therein, or necessary to make the statements therein, in reliance on the light of the circumstances under which they were made, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used prior to the effective date of such registration statement (unless such statement is corrected in the final prospectus, and the Company has previously furnished copies thereof to the Holder seeking such indemnification), or contained in conformity the final prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto) if used within the period during which the Company is required to keep the registration statement to which such prospectus relates current, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either case, the Company shall reimburse each Holder for any out-of-pocket legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or proceeding; provided, however, that such indemnification pursuant to the foregoing clauses (i) and (ii) shall not extend to any such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses that arise out of or are based upon any untrue statement or alleged untrue statement contained in, or by any omission or alleged omission from, information with respect to such Holder furnished in writing to the Company by such Holder or its counsel in such capacity specifically and expressly for use therein, (ii) the use of in any Prospectus, Free Writing Prospectus such registration statement or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedprospectus.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify ------------------------------- and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementDesignated Holder, each Personits partners, if anydirectors, who participates as an underwriter in any such offering and sale of Registrable Securitiesofficers, affiliates and each Person, if any, Person who controls such Holder or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) such Designated Holder from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedcosts of investigation) (each, a "Liability and collectively, “Losses”) incurred by such party pursuant to any actual or threatened action"Liabilities"), suit, proceeding or investigation arising out of or based upon any untrue untrue, or alleged untrue allegedly untrue, statement of a material fact contained inin any Registration Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of not misleading under the circumstances then existing) not misleadingsuch statements were made, except in each case insofar as such statements or omissions arise Liability arises out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made contained in such Registration Statement, preliminary prospectus or final prospectus in reliance on and in conformity with information with respect to concerning such Designated Holder furnished in writing to the Company by such Designated Holder or its counsel expressly for use therein, (ii) including, without limitation, the use of information furnished to the Company pursuant to Section 7(b). The Company shall also provide customary indemnities to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation underwriters of the Company Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act) to keep effective the Registration Statement same extent as provided above with respect to the indemnification of which such Prospectus forms a part has expired or (iii) the use Designated Holders of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedRegistrable Securities.

Indemnification; Contribution. (a) The Company agrees to will indemnify and hold harmless each harmless, to the fullest extent permitted by law, any Holder in and any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any for such offering and sale of Registrable SecuritiesHolder, and each Personperson, if any, who controls such the Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act underwriter, from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, damages, claims, damagesliabilities, liabilities joint or several, costs and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with Company's consent) to which the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, Holder or any omission such underwriter or alleged omission of a material fact required to be stated incontrolling person may become subject under applicable law or otherwise, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements losses, damages, claims, liabilities (or omissions actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third party witness in connection with such loss, claim, damage, liability, action or proceeding; provided, however, that Company will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance on and in strict conformity with written information with respect to such furnished by a Holder furnished in writing to the Company by such Holder or its counsel expressly managing underwriter specifically for use inclusion therein; provided, (iifurther, that the indemnity agreement contained in this subsection 2.6(a) the use shall not apply to amounts paid in settlement of any Prospectussuch claim, Free Writing Prospectus loss, damage, liability or “issuer information” after action if such time as settlement is effected without the obligation consent of the Company to keep effective the Registration Statement of Company, which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.consent shall not be unreasonably withheld. Such indemnity

Indemnification; Contribution. (a) The Company agrees (i) to indemnify indemnify, defend and hold harmless each Holder in any offering or sale Placement Agent, Lazard Freres & Co. LLC and each of Registrable Securities pursuant to this Agreementtheir directors, each Personofficers, if any, who participates as an underwriter in any such offering employees and sale of Registrable Securitiesagents, and each Personperson, if any, who controls such Holder Placement Agent or such underwriter Lazard Freres & Co. LLC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurredAct, and the successors and assigns of all of the foregoing persons, from and against any amounts paid loss, damage, expense, liability or claim (or actions in respect thereof as contemplated below) which such Placement Agent, Lazard Freres & Co. LLC or any settlement effected with such person may incur under the Company’s consentAct, which consent shall not be unreasonably withheld the Exchange Act, the common law or delayedotherwise, insofar as such loss, damage, expense, liability or claim (or actions in respect thereof as contemplated below) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arises out of or is based (A) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein, (B) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law, (C) upon any untrue statement or alleged untrue statement of a material fact contained inin the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Act, or the omission or alleged omission therefrom of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein not misleading, (D) upon any untrue statement or alleged untrue statement of a material fact contained in the case Disclosure Package, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a Prospectusmaterial fact necessary in order to make the statements therein, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) under which they were made, not misleading, except or (E) in whole or in part upon any act or failure to act or alleged act or failure to act by such Placement Agent in reliance upon (A), (B), (C) or (D), and in connection with or relating in any manner to the Shares or the offering contemplated hereby, provided that the Company shall not be liable under this clause (E) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted primarily from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its bad faith or willful misconduct; and (ii) to reimburse each case insofar Placement Agent, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by such Placement Agent) as such statements expenses are reasonably incurred by such Placement Agent, Lazard Freres & Co. LLC or omissions arise their officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel the Placement Agents expressly for use thereinin the Registration Statement, (ii) the use of any Issuer Free Writing Prospectus, Free Writing or the Prospectus (or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedthereto). The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify ------------------------------ and hold harmless each Holder in the Shareholders' Representative and the Shareholders from and against any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedcosts of investigation) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin the Registration Statement or prospectus contained therein or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements losses, claims, damages, liabilities or omissions expenses arise out of of, or are based upon (i) upon, any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with allegation thereof based upon information with respect to such Holder furnished in writing to the Company by such Holder the Shareholders' Representative or its counsel any Shareholder or on the Shareholders' behalf expressly for use thereintherein and; provided, (ii) further, that with respect to any -------- ------- untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the use of indemnity agreement contained in this subsection shall not apply to the extent that any Prospectussuch loss, Free Writing Prospectus claim, damage, liability or “issuer information” after such time as expense results from the obligation fact that a current copy of the Company prospectus was not sent or given to keep effective the Registration Statement person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of which the sale of the Registrable Securities to such Prospectus forms person if it is determined that it was the responsibility of the Shareholders to provide such person with a part has expired current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage, liability or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedexpense.

Indemnification; Contribution. (a) The Company agrees and the Issuer agree to indemnify indemnify, defend and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementInitial Purchaser, each Holder, each person (a “Controlling Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person”), if any, who controls such any Initial Purchaser or Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their the respective officers, directors, trustees, officers, partners, agentsemployees, employees representatives and Affiliates agents of any Initial Purchaser, the Holders or any Controlling Person (each, a “Holder Indemnified Party”), from and against all lossesany loss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable attorneys’ fees and expensescost of investigation) which such Holder Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, and any amounts paid in any settlement effected with the Company’s consentdamage, which consent shall not be unreasonably withheld expense, liability, claim or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact required to be stated in, in any Shelf Registration Statement, Prospectus, Free Writing Prospectus Statement or “issuer information” filed in any amendment or required to be filed pursuant to Rule 433(d) under the Securities Act, supplement thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the case of a Prospectus, a Free Writing statements made in any Prospectus or “issuer information,” in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances then existing) under which such statements were made, not misleading, except and the Company and the Issuer shall reimburse, as incurred, the Holder Indemnified Parties for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company and the Issuer shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such statements loss, damage, expense, liability, claim or omissions arise action arises out of or are is based upon (i) any such untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made in reliance on omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company expressly for use in, any Shelf Registration Statement or any Prospectus or (ii) a disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by a Holder Indemnified Party during a Suspension Period, provided such Holder Indemnified Party received, prior to such disposition, a Suspension Notice with respect to such Holder furnished Suspension Period; provided further, however, that this indemnity agreement will be in writing addition to any liability which the Company by and the Issuer may otherwise have to such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedIndemnified Party.

Indemnification; Contribution. (ai) The Company agrees to indemnify will indemnify, defend and hold harmless each Holder holder of Stockholder Shares included in any offering or sale of Registrable Securities registration effected pursuant to this Agreement, Section 7 and each Person, if any, who participates as an underwriter in any of such offering and sale of Registrable Securitiessecurities, and each Personperson, if any, who controls each such Holder or such holder and underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and their respective partners, directors, officers, stockholders, members, employees, trustees, officers, partners, agents, employees advisors and Affiliates (each, an “Indemnified Person”), to the fullest extent enforceable under applicable law against all claims, losses, claimsdamages and liabilities (or actions or proceedings in respect thereof, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall whether or not be unreasonably withheld or delayedsuch Indemnified Person is a party hereto) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained inin any Disclosure Package, Registration Statement, Prospectus or Free-Writing Prospectus or supplement or amendment thereto related to any such registration or any omission (or alleged omission of omission) to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein not misleading and will reimburse each such Indemnified Person for any legal or any other expenses reasonably incurred in connection with investigating and/or defending (and/or preparing for any investigation or defense of) any such claim, loss, damage, liability, action or proceeding; provided that the Company will not be liable in any such case to any such Indemnified Person if, but only to the case extent that, any such claim, loss, damage, liability, action, proceeding or expense is finally determined by a court of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions competent jurisdiction to arise out of or are based upon (i) result from any such untrue statement or alleged untrue statement in or omission or alleged omission made from written information about such Indemnified Person in reliance on its capacity as a stockholder of the Company and in conformity with information with respect to such Holder furnished in writing to the Company by an instrument duly executed by such Holder or its counsel expressly Indemnified Person and stated to be specifically for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.

Indemnification; Contribution. (a) The Company Buyer shall, and hereby agrees to to, indemnify and hold harmless each Participating Holder in any offering or sale of Registrable Securities the Participating Shares pursuant to this Agreementthe Shelf Registration Statement, each Person, if any, who participates as an underwriter in against any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damagesdamages (including reasonable attorney’s fees) or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedof counsel) (collectively, “LossesClaims”) to which each such Participating Holder may become subject (and the Buyer will pay to each such Participating Holder any legal or other expenses reasonably incurred by thereby in connection with investigating or defending any Claim as such party pursuant to any actual or threatened actionexpenses are incurred), suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements Claims (including any amounts paid in settlement effected with the consent of the Buyer as provided herein), or omissions actions or proceedings in respect thereof, arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case in light of the circumstances in which they were made, not misleading or (iii) any violation or alleged violating by the Buyer (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; provided, that the Buyer shall not be liable to any such Participating Holder in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Buyer by the Participating Holder with respect to such Participating Holder expressly for use therein, or by such Participating Holder’s failure to furnish the Buyer, upon request, with the information with respect to such Participating Holder, that is the subject of the untrue statement or omission, or if such Participating Holder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Buyer had previously furnished copies thereof to the Participating Holders, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedregistration statement.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to this Article VI, the Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant harmless, to this Agreementthe fullest extent permitted by applicable Law, each Personof the Investors and their respective Affiliates, if any, who participates as an underwriter in any such offering the Investor Representatives and sale each of Registrable Securitiestheir respective Affiliates, and each Person, if any, Person who controls such Holder an Investor or such underwriter the Investor Representatives within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and their respective the directors, trustees, officers, employees, partners, agentsaffiliates, employees members, managers, shareholders, assignees and Affiliates representatives of each of the foregoing (collectively, the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedfees) (collectively, “Losses”) incurred by such party pursuant to any actual joint or threatened action, suit, proceeding or investigation several arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained inin any part of any Registration Statement, any preliminary or final prospectus or other disclosure document used in connection with the Registrable Securities, any Issuer FWP or any amendment or supplement to any of the foregoing, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusprospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleadingmisleading or (ii) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, except state, foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in each case insofar as connection with any such statements registration, Registration Statement, other disclosure document or omissions arise out of or are based upon (i) Issuer FWP; provided, however, that the Company will not be required to indemnify any Indemnified Person for any Losses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance on and in conformity with information with respect to such Holder any Indemnified Person furnished in writing to the Company in writing by such Holder or its counsel the Investors expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.

Indemnification; Contribution. (a) The Company agrees Agilent and World Trade jointly and severally agree to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementXxxxxxx Xxxxx and its affiliates, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partnersemployees, agents, employees agents and Affiliates controlling persons (Xxxxxxx Xxxxx and each such other person being an “Indemnified Party”) from and against any and all losses, claims, damagesdamages and liabilities, liabilities and expenses (including reasonable attorneys’ fees and expensesjoint or several, as incurredto which such Indemnified Party becomes subject under any applicable law, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant otherwise related to any actual or threatened action, suit, proceeding or investigation arising out of or based upon in connection with (a) any transaction contemplated by this Agreement and (b) any untrue statement or alleged untrue statement of a material fact contained in, in any information (whether oral or written) or documents furnished or made available by World Trade or Agilent or any of their affiliates in connection with any transaction contemplated pursuant to this Agreement or the omission or the alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary in order to make the statements therein (not misleading, in light of the circumstances under which they were made; provided, however, that neither Agilent nor World Trade shall be liable, in the case of a Prospectusthis clause (b), a Free Writing Prospectus to the extent that any such losses, claims, damages or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions liabilities arise out of or are based upon (i) any on such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information relating to Xxxxxxx Xxxxx (or the relevant affiliate thereof) furnished to Agilent or World Trade by Xxxxxxx Xxxxx expressly for use therein. In no event shall Agilent or World Trade be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Agilent and World Trade jointly and severally agree to promptly reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the matters referred to in the preceding sentence, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of World Trade or Agilent or the relevant issuer or whether or not resulting in any liability. Neither Agilent nor World Trade shall be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, Agilent and World Trade jointly or severally agree to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Agilent and World Trade further jointly and severally agree not to assert any claim against any Indemnified Party for consequential, punitive or exemplary damages on any theory of liability in connection with the transactions described in or contemplated by this Agreement. Neither Agilent nor World Trade shall be liable to an Indemnified Party under clause (a) of the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is finally determined by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, gross negligence or willful misconduct. If the indemnification of an Indemnified Party provided for in this Agreement is for any reason held unenforceable, Agilent and World Trade jointly and severally agree to contribute to the losses, claims, damages or liabilities for which such indemnification is held unenforceable (a) in such proportion as is appropriate to reflect the relative benefits to World Trade and Agilent, on the one hand, and Xxxxxxx Xxxxx, on the other hand, of the relevant transaction contemplated pursuant to this Agreement, or (b) (but only if) the allocation provided for in clause (a) is for any reason prohibited by law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) but also World Trade and Agilent’s relative fault, on the one hand, and the relative fault of Xxxxxxx Xxxxx, on the other hand, as well as any other relevant equitable considerations. Agilent and World Trade jointly and severally agree that for the purposes of this paragraph the relative benefits to World Trade and Agilent, on the one hand, and to Xxxxxxx Xxxxx, on the other hand, shall be deemed to be in the same proportion that the total value received or contemplated to be received by World Trade and/or Agilent in any transactions contemplated pursuant to this Agreement bears to the fees paid or to be paid to Xxxxxxx Xxxxx with respect to such Holder furnished in writing transaction; provided, however, that, to the Company extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute in respect of a specific transaction an aggregate amount in excess of the fees actually paid in such Holder transaction to Xxxxxxx Xxxxx. The foregoing contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or its counsel expressly for use thereinotherwise. No investigation or failure to investigate by any Indemnified Party shall impair the foregoing indemnification and contribution agreement or any other right an Indemnified Party may have. Agilent and World Trade jointly and severally agree that, (ii) without Xxxxxxx Xxxxx’x prior written consent, neither World Trade nor Agilent nor any of their affiliates or subsidiaries will settle, compromise or consent to the use entry of any Prospectusjudgment in any pending or threatened claim, Free Writing Prospectus action or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement proceeding in respect of which indemnification has been or could be sought under the indemnification provisions of this Agreement (whether or not Xxxxxxx Xxxxx or any other Indemnified Party is an actual or potential party to such Prospectus forms a part has expired claim, action or proceeding), unless such settlement, compromise or consent (iiia) the use includes an unconditional written release, in form and substance satisfactory to Xxxxxxx Xxxxx and each Indemnified Party, from all liability arising out of such claim, action or proceeding and (b) does not include any statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any ProspectusIndemnified Party. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Agilent or any of its subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, Free Writing Prospectus or “issuer information” after World Trade and Agilent agree to reimburse such time Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the Company has advised the Holders that the filing fees and expenses of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedits legal counsel.

Indemnification; Contribution. (a) The Company agrees to will indemnify and hold harmless each Holder Agent and its respective affiliates (as such term is defined in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 Rule 501(b) of the Securities 1933 Act or Section 20 of the Exchange Act Regulations (each, an “Affiliate”)), from and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all any losses, claims, damagesdamages or liabilities, joint or several, to which such Agent and its respective Affiliates may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained inin the Registration Statement or the Prospectus, or any omission amendment or alleged omission of a material fact required to be stated insupplement thereto, any Registration Statementmaterials or information provided to investors by, Prospectusor with the approval of, the Company in connection with the marketing of the offering of the Shares, including any road show or investor presentations made to investors by the Company, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, 1933 Act or 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 (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except and will reimburse the Agents and their respective Affiliates for any legal or other expenses (including the fees and disbursements of counsel chosen by the Agents) reasonably incurred by such Agent and its respective Affiliates in each case insofar connection with investigating or defending any such action or claim as such statements expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or omissions arise liability arises out of or are is based upon (i) any such an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with any information with respect relating to such Holder any Agent furnished in writing to the Company in writing by such Holder or its counsel Agent expressly for use therein, (ii) it being understood and agreed that the use of any Prospectus, Free Writing Prospectus or “issuer information” after only such time as information furnished by the obligation Agents consists of the Company to keep effective the Registration Statement of which information described as such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedin in Section 14 hereof.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, holder and each Person, "person," if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who that controls such Holder or such underwriter holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act for, from and their respective directorsagainst any and all loss, trusteesliability, officersclaim, partners, agents, employees damage and Affiliates against all losses, claims, damages, liabilities and expenses expense (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with ' fees) to the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon extent resulting from any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement pursuant to which Registrable Securities were registered under the Securities Act (or any amendment thereto), including all documents incorporated therein by reference, or any from the omission or alleged omission therefrom of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements statement therein (in the case not misleading or arising out of any untrue statement or alleged untrue statement of a Prospectusmaterial fact contained in any prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a Free Writing Prospectus or “issuer information,” 13 material fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement misstatement or omission or alleged misstatement or omission is made therein in reliance on upon and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel holder in writing expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the in a Registration Statement of which such Prospectus forms a part has expired (or any amendment thereto) or any prospectus (iii) the use of or any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is requiredthereto) relating to the Registrable Securities. As used in this Section 5.5(a), except such Prospectusthe term "holder" shall include its officers, Free Writing Prospectus or “issuer information” as so amended or supplementeddirectors and agents.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder in any offering or sale of Registrable Securities pursuant to this AgreementSecurities, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iA) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (iiB) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 12(a), the Company shall not be liable to any such Holder or underwriter or to any other indemnified party under the indemnity agreement in this Section 12(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party.

Indemnification; Contribution. (a) The Company Client agrees to indemnify and hold harmless each Holder of CA and Xxxxxx (together with their affiliates and their respective control persons, directors, officers, employees and agents, “Indemnified Persons”) to the fullest extent permitted by law against any and all claims, losses, damages, liabilities, costs and expenses as incurred (including all reasonable fees and disbursements of counsel and all reasonable travel and other out-of-pocket expenses reasonably incurred in connection with the investigation of, preparation for and defense of any offering pending or sale threatened claim, action, proceeding or investigation and any litigation or other proceeding arising therefrom, to which an Indemnified Person may become subject) (collectively, “Damages”) arising out of Registrable Securities or related to any actual or proposed Private Placement or CA’s and Xxxxxx’x engagement hereunder; provided, however, that there shall be excluded from such indemnification any such portion of such Damages as are found in a final judgment by a court of competent jurisdiction to have resulted solely from the willful misconduct or gross negligence on the part of the Indemnified Person, other than any action undertaken at the written request or with the written consent of Client. The foregoing indemnification obligation is in addition to, and not in limitation of, any other rights CA and/or Xxxxxx may have, including but not limited to any right of contribution. In the event that the foregoing indemnity is unavailable or insufficient to hold harmless an Indemnified Person, then Client shall contribute to amounts paid or payable by an Indemnified Person in respect of such Damages in such proportion as appropriately reflects the relative benefits received by it on the one hand and CA and/or Xxxxxx, as applicable, on the other. If applicable law does not permit allocation solely on the basis of benefits, then such contribution shall be made in such proportion as appropriately reflects both the relative benefits and relative fault of the parties and other relevant equitable considerations. The foregoing is subject to the limitation that in no event shall either CA’s or Xxxxxx’x aggregate contributions in respect of Damages exceed the amount of fees actually received by such person pursuant to this Agreement. For purposes hereof, each Personrelative benefits to Client, if anyCA and Xxxxxx of the Private Placement or other similar transaction shall be deemed to be in the same proportion that the total value paid or received or contemplated to be paid or received by Client and/or its security holders in connection with the Private Placement or other similar transaction bears to the fees paid to CA and Xxxxxx, who participates as respectively, pursuant to their engagement in respect of such Private Placement. CA and/or Xxxxxx shall promptly notify Client of any claim or threatened claim being asserted against such person which would give rise to an underwriter indemnification hereunder, and agrees that Client shall have the right to participate in the defense of any such offering claim and, to the extent that Client shall wish, to assume the defense thereof and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within shall pay as incurred the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expensesdisbursements of such counsel related to such proceeding. In any such proceeding, as incurredCA and Xxxxxx shall have the right to retain their own counsel at Client’s expense. Client will not enter into any waiver, and release or settlement with respect to any amounts paid threatened or pending claim, action, proceeding or investigation or settle any litigation arising therefrom in any settlement effected with respect of which indemnification hereunder may be sought (whether or not Indemnified Persons are a formal party thereto) without the Company’s consent, prior written consent of CA (which consent shall not be unreasonably withheld or delayed) (collectively), “Losses”) incurred by unless such party pursuant to waiver, release or settlement includes an unconditional release of each of CA and Xxxxxx from any actual or threatened action, suit, proceeding or investigation and all liability arising out of such threatened or based upon any untrue pending claim, action, proceeding, investigation or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedlitigation.

Indemnification; Contribution. (aA) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe Dealer-Managers, their respective affiliates, each PersonHolder, if any, each Participating Broker-Dealer and each Person who participates as an underwriter in (any such offering and sale of Registrable Securities, Person being an “Underwriter”) and each Person, if any, who controls such Holder any Dealer-Manager, Holder, Participating Broker-Dealer or such underwriter within the meaning of Section 15 of the Securities 1933 Act or the 1934 Act (collectively, the “Section 20 of the Exchange Act and their respective directors4 Persons”), trustees, officers, partners, agents, employees and Affiliates against all any losses, claims, damages, liabilities and or expenses (including the reasonable attorneys’ cost of investigating and defending against any claims therefore and counsel fees incurred in connection therewith as such expenses are incurred), joint or several, which may be based upon either the 1933 Act, or the 1934 Act, or any other statute or at common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any Prospectus included therein (or any amendment or supplement thereto) includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by any such Section 4 Person specifically for use in the preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any such claim (i) shall not relieve the Company from liability under this paragraph unless and to the extent the Company did not otherwise learn of such claim and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) shall not relieve the Company from any liability which it may have to such Section 4 Person otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to such Section 4 Persons. In the event that the Company elects to assume the defense of any such suit and retains such counsel, each Section 4 Person may retain additional counsel but shall bear the fees and expensesexpenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Section 4 Person and the Section 4 Persons and the Company have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Company, as incurredin which case the Company shall not be entitled to assume the defense of such suit on behalf of such Section 4 Person, notwithstanding its obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any amounts paid one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Section 4 Persons, which firm shall be designated in writing by the Dealer-Managers. The Company shall not be liable to indemnify any Person for any settlement of any such claim effected with without the Company’s prior written consent, which consent shall not be unreasonably withheld withheld. The Company shall not, without the prior written consent of the Section 4 Person, effect any settlement, compromise or delayed) (collectively, “Losses”) incurred by such party pursuant consent to the entry of judgment in any actual pending or threatened action, suitsuit or proceeding in respect of which any Section 4 Person is or could have been a party and indemnity was or could have been sought hereunder by such Section 4 Person, unless such settlement, compromise or consent (x) includes an unconditional release of such Section 4 Person from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or investigation arising out an admission of fault, culpability or based upon failure to act by or on behalf of any untrue or alleged untrue statement of a material fact contained inSection 4 Person. This indemnity agreement will be in addition to any liability, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to which the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmight otherwise have.

Indemnification; Contribution. (a) The Company In connection with any registration of Registrable Securities or Takedown Offering pursuant to Section 2.01 or Section 2.02 hereof, RealNetworks agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant harmless, to this Agreementthe fullest extent permitted by Law, each PersonMTVN, if anyits Affiliates, who participates as an underwriter in any such offering directors, officers and sale of Registrable Securities, stockholders and each Person, if any, Person who controls such Holder or such underwriter MTVN within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) against any and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses expenses, joint or several (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedfees) (collectively, “Losses”) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any part of any Registration Statement, any preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusprospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading; provided that RealNetworks will not be required to indemnify any Indemnified Persons for any losses, except in each case insofar as such statements claims, damages, liabilities or omissions arise out of or are based upon (i) expenses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance on and in conformity with any information with respect to such Holder any Indemnified Person furnished to RealNetworks in writing to the Company by such Holder or its counsel MTVN expressly for use therein. In connection with an underwritten offering (including any Takedown Offering), RealNetworks will indemnify each Underwriter, the officers and directors of such Underwriter, and each Person who controls such Underwriter (iiwithin the meaning of either the Securities Act or the Exchange Act) to the use same extent as provided above with respect to the indemnification of any Prospectus, Free Writing Prospectus or “issuer information” after MTVN; provided that such time Underwriter agrees to indemnify RealNetworks to the same extent as provided below with respect to the obligation indemnification of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedRealNetworks by MTVN.

Indemnification; Contribution. (a) The If any Registrable Securities are included in a registration statement under this Agreement: 9.1. To the extent permitted by applicable law, the Company agrees to shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementSelling Holder, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each officer, director, partner, and employee of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto; (ii) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the indemnification required by this Section 9.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 9 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as provided above with respect to the indemnification of the Selling Holders. 9.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and their respective hold harmless the Company, each of its directors, trusteeseach of its officers who shall have signed the registration statement, officerseach Person, partnersif any, agentswho controls the Company within the meaning of the Securities Act, employees any other Selling Holder, any controlling Person of any such other Selling Holder and Affiliates each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including reasonable attorneys’ ' fees and expensesdisbursements and expenses of investigation, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained ininvestigation, or to which any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or necessary to make the statements therein (in the case of a Prospectusother federal or state laws, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent (iand only to the extent) any that such untrue statement or alleged untrue statement or omission or alleged omission made Violation occurs in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Selling Holder or its counsel expressly for use thereinin connection with such registration; provided, however, that (x) the indemnification required by this Section 9.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any indemnity under this Section 9.2 exceed the gross proceeds from the applicable offering received by such Selling Holder. 9.3. Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 9, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 9 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 9. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the use indemnifying party shall have failed to promptly assume the defense of any Prospectussuch action, Free Writing Prospectus claim or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired proceeding or (iii) the use named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). No indemnifying party shall be liable to an indemnified party for any settlement of any Prospectusaction, Free Writing Prospectus proceeding or “issuer information” after claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. 9.4. If the indemnification required by this Section 9 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to in this Section 9: (i) The indemnifying party, in lieu of indemnifying such time indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any Violation has been committed by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 9.1 and Section 9.2, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 9.4(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 9.5. If indemnification is available under this Section 9, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 9 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 9.4. 9.6. The obligations of the Company has advised and the Selling Holders that of Registrable Securities under this Section 9 shall survive the filing completion of an amendment or supplement thereto is requiredany offering of Registrable Securities pursuant to a registration statement under this Agreement, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedand otherwise. Section 10.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Personperson, if any, who controls such any Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damagesdamages and liabilities (including, liabilities and without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedi) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement or any amendment thereof, including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein not misleading or (in the case ii) any untrue statement or alleged untrue statement of a Prospectus, a Free Writing material fact contained in any preliminary Prospectus or “issuer information,” any Prospectus (or amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances then existing) under which they were made, not misleading, ; except in each case insofar as such statements losses, claims, damages or omissions liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Holder furnished to the Company in writing by such Holder expressly for use therein. The Company shall also indemnify each Exchanging Dealer participating in the offering and sale of the Notes and each person who controls any such Exchanging Dealer (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) to the same extent and with the same limitations as provided above with respect to the indemnification of the Holders of the Notes. The foregoing notwithstanding, the Company shall not be liable to the extent that such losses, claims, damages or liabilities arise out of or are based upon (i) any such an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity any Prospectus that is a preliminary Prospectus if (i) such indemnified person failed to send or deliver a copy of the Prospectus with information with respect or prior to the delivery of written confirmation of the sale of the Notes giving rise to such Holder furnished in writing to the Company by such Holder losses, claims, damages or its counsel expressly for use therein, liabilities and (ii) the use of any Prospectus, Free Writing Prospectus would have corrected such untrue statement or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedomission.

Indemnification; Contribution. (a) The Company agrees shall indemnify, to indemnify and hold harmless the fullest extent permitted by law, each Holder in any offering or sale holder of Registrable Securities pursuant to this AgreementSecurities, each Personits officers, directors, partners, employees and agents, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter holder within the meaning of Section section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directorsAct, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expensesunder the Securities Act or common law or otherwise), as incurredjoint or several, and resulting from any amounts paid in any settlement effected with violation by the Company’s consent, which consent shall not be unreasonably withheld Company of the provisions of the Securities Act or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in, in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusany prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each case insofar Person, if any, who controls such underwriters within the meaning of section 15 of the Securities Act to the same extent as such statements or omissions arise out herein before provided with respect to the indemnification of or are based upon (i) the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect at or prior to the written confirmation of the sale of Registrable Securities to such Holder furnished Person if such statement or omission was corrected in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedsupplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) i)......The Company agrees shall, without limitation as to time, indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant harmless, to this Agreementthe full extent permitted by law, each PersonStockholder, if anythe officers, who participates as an underwriter in any such offering directors, members, agents and sale employees of Registrable Securitieseach of them, and each Person, if any, Person who controls each such Holder or such underwriter Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective Act), the officers, directors, trusteesagents and employees of each such controlling person and any financial or investment adviser (each, officersan "Indemnified Stockholder"), partnersto the fullest extent lawful, agents, employees from and Affiliates against any and all losses, claims, damages, liabilities liabilities, actions or proceedings (whether commenced or threatened) reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including reasonable attorneys’ fees and expensesexpenses of investigation) (collectively, "Losses"), as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any Registration Statement, prospectus or form of prospectus or in any amendment or supplements thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in each writing by the Company to such Stockholder expressly for use in such Registration Statement or prospectus and that such statement or omission was reasonably relied upon by such Stockholder in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that the Company shall not be liable in any such case insofar to the extent that the Company has furnished in writing to such Stockholder within a reasonable period of time prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to such Stockholder, and such Stockholder failed to include such information therein; provided, further, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such statements or omissions underwriter(s) within the meaning of the Securities Act to the extent that any such Losses arise out of or are based upon (i) any such an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity any preliminary prospectus if (A) such Person failed to send or deliver a copy of the prospectus with information with respect to such Holder furnished in writing or prior to the Company delivery of written confirmation of the sale by such Holder or its counsel expressly for use thereinPerson to the Person asserting the claim from which such Losses arise, (iiB) the use of any Prospectusprospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or and (iiiC) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing complied with its obligations under Section 7(e)(iii). Each indemnity and reimbursement of an amendment costs and expenses shall remain in full force and effect regardless of any investigation made by or supplement thereto is required, except on behalf of such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedIndemnified Stockholder.

Indemnification; Contribution. (a) The In the case of any offering registered pursuant to this Article 5, the Company hereby indemnifies and agrees to indemnify and hold harmless each selling Holder (and its officers and directors), any underwriter (as defined in any offering or sale the Securities Act) of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any offered by such offering and sale of Registrable SecuritiesHolders, and each Person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all any losses, claims, damagesdamages or liabilities, liabilities and expenses (including reasonable attorneys’ fees and expensesjoint or several, as incurredto which any such Persons may be subject, under the Securities Act or otherwise, and to reimburse any amounts paid in of such Persons for any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld legal or delayed) (collectively, “Losses”) other expenses reasonably incurred by them in connection with investigating any claims or defending against any actions, insofar as such party pursuant to any actual losses, claims, damages or threatened action, suit, proceeding or investigation arising liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Article 5, the prospectus contained therein (during the period that the Company is required to keep such prospectus current), or any amendment or supplement thereto, or the omission or alleged omission of to state therein (if so used) a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectustherein, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) in which they were made, not misleading, except in each case insofar as such statements losses, claims, damages or omissions liabilities arise out of or are based upon (i) any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with upon information with respect to such Holder furnished in writing to the Company in writing by any Holder or any underwriter for such Holder or its counsel expressly specifically for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented.

Indemnification; Contribution. (aA) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementcovered by the Shelf Registration Statement, each PersonInitial Purchaser, if anythe directors, who participates as an underwriter in any such offering officers, employees, Affiliates and sale agents of Registrable Securities, and each Person, if any, who controls such Holder or Initial Purchaser and each person who controls any such underwriter Holder or Initial Purchaser within the meaning of Section 15 of either the Securities 1933 Act or the 1934 Act (collectively, the “Section 20 of the Exchange Act 4 Persons”) against any and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damagesdamages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin the Shelf Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a any preliminary Prospectus or the Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in each connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case insofar as to the extent that any such statements loss, claim, damage or omissions arise liability arises out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly on behalf of the party claiming indemnification specifically for use thereininclusion therein and provided, (ii) further that the use foregoing indemnity agreement with respect to any preliminary Prospectus shall not inure to the benefit of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation Section 4 Person if it shall be established that a copy of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired (as amended or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as supplemented if the Company has advised shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Section 4 Person to the Holders that Person asserting such losses, claims, damages or liabilities, if required by law so to have been delivered, at or prior to the filing written confirmation of an amendment or supplement thereto is required, except the sale of the Securities to such Prospectus, Free Writing Person and if the Prospectus or “issuer information” (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability, and if the Company had previously furnished copies thereof to such Section 4 Persons. This indemnity agreement shall be in addition to any liability that the Company may otherwise have. The Company also agrees to indemnify as provided in this Section 4(A) or contribute as provided in Section 4(D) hereof to Losses of each underwriter, if any, of Securities registered under the Shelf Registration Statement, its directors, officers, employees, Affiliates or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this paragraph (A) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 3(N) hereof.

Indemnification; Contribution. (a) The Company Developer agrees to indemnify and hold harmless each Holder in the Purchaser, any offering director, officer, employee or sale controlling person of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter the Purchaser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of (collectively, the Exchange Act “Indemnified Parties”), against any and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and or expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred whatsoever caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statements or alleged untrue misleading statement or allegedly misleading statement of a material fact contained in, in the Official Statement or caused by any omission or alleged omission from the Official Statement of a any material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary in order to make the statements therein (in the case of a Prospectusmade therein, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) under which they were made, not misleading, except in each case insofar as ; provided that such indemnification shall be limited solely to statements or omissions arise out in the Official Statement: (a) prepared from information furnished by the Developer or its agents (including, without limitation, its attorneys, accountants, or consultants); (b) containing information about the Developer or the Developer’s intended plans for the Project; (c) appearing in or pertaining to material appearing in the following captions: “SUMMARY OF THE PROJECT,” “PLAN OF FINANCE FOR THE PROJECT,” “THE PROJECT,” “NO LITIGATION – The Developer,” or “APPENDIX B – THE MUSEUM.” In case any action shall be brought against one or more of or are the Indemnified Parties based upon (i) the Official Statement and in respect of which indemnity may be sought against the Developer, the Indemnified Parties shall promptly notify the Developer in writing and the Developer shall promptly assume the defense thereof, including the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such untrue statement action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or alleged untrue statement Indemnified Parties unless employment of such counsel has been specifically authorized by the Developer. The Developer shall not be liable for any settlement of any such action effected without its consent by any of the Indemnified Parties, but if settled with the consent of the Developer or omission if there be a final judgment for the plaintiff in any such action, in which the Developer was provided timely notice, against the Developer or alleged omission made in reliance on any of the Indemnified Parties, with or without the consent of the Developer, the Developer agrees to indemnify and in conformity with information with respect to such Holder furnished in writing hold harmless the Indemnified Parties to the Company extent provided herein. If a claim for indemnification under this Section is determined to be unenforceable by such Holder a final judgment of a court of competent jurisdiction, then the Developer shall contribute to the aggregate losses, claims, damages or liabilities to which the Purchaser or its counsel expressly for use thereinofficers, (ii) directors, agents, employees or controlling persons may be subject in such amount as is appropriate to reflect the use of any Prospectusrelative benefits received by the Developer, Free Writing Prospectus or “issuer information” after such time as on the obligation one hand, and the Purchaser, on the other, and the relative faults of the Company to keep effective Developer and the Registration Statement person seeking contribution. The provisions of which such Prospectus forms a part has expired or (iii) this Section shall survive the use delivery of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented2012 Bonds hereunder.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Buyer Party holding Registrable Securities, the Affiliates, directors, officers, employees, stockholders, managers and agents of each such Buyer Party and each Person, if any, Person who controls any such Holder or such underwriter Buyer Party within the meaning of Section 15 of either the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, to the fullest extent permitted by applicable law, from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin a registration statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusthe Disclosure Package, a or any preliminary, final or summary prospectus or Free Writing Prospectus or “issuer information,” included in the any such registration statement, in light of the circumstances then existingunder which they were made) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case insofar as to the extent that any such statements loss, claim, damage, liability or omissions arise expense arises (i) out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by or on behalf of any such Holder or its counsel expressly Buyer Party specifically for use thereininclusion therein including, without limitation, any notice and questionnaire, (ii) out of or is based upon any Buyer Party’s failure to deliver a copy of the use of registration statement, the Disclosure Package, or any Prospectuspreliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement or “issuer information” any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such time as the obligation Buyer Party with a sufficient number of copies of the Company same prior to keep effective any written confirmation of the Registration Statement sale of which such Prospectus forms a part has expired Registrable Securities or (iii) the use out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 5.3(c) hereof. This indemnity agreement will be in addition to any Prospectus, Free Writing Prospectus or “issuer information” after such time as liability which the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmay otherwise have.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Notice Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, person who controls such any Notice Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Holder Indemnified Party"), from and their respective directorsagainst any loss, trusteesdamage, officersexpense, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses liability or claim (including the reasonable attorneys’ fees and expensescost of investigation) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, and any amounts paid in any settlement effected with the Company’s consentdamage, which consent shall not be unreasonably withheld expense, liability or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact required to be stated in, in any Shelf Registration Statement, Prospectus, Free Writing Prospectus Statement or “issuer information” filed in any amendment or required to be filed pursuant to Rule 433(d) under the Securities Act, supplement thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the case of a Prospectus, a Free Writing statements made in any Prospectus or “issuer information,” in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances then existing) under which they were made, not misleading, except in each case insofar as any such statements loss, damage, expense, liability or omissions arise claim arises out of or are is based upon (i) any such untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made in reliance on omitted from, and in conformity with information with respect to such Holder furnished in writing by or on behalf of any Notice Holder or any person, if any, who controls a Notice Holder to the Company by such Holder or its counsel expressly for use thereintherein and except that this indemnity agreement shall not apply to any loss, damage, expense, liability or claim (ii1) arising from an offer or sale by a Notice Holder of Registrable Securities occurring during a Suspension Period, if the indemnified party is a Notice Holder that received from the Company a Deferral Notice prior to the making of such offer or sale or (2) the use Notice Holder fails to deliver at or prior to written confirmation of any sale, the most recent Prospectus, Free Writing Prospectus as amended or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectussupplemented, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except and such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement or omission of a material fact and the Company had previously provided to such Notice Holder such most recent Prospectus, as amended or supplemented, in a timely manner and in requisite quantities so as to timely permit such delivery by the Notice Holder.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe Bookrunner, each Holder, each person (a “Controlling Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person”), if any, who controls such the Bookrunner or any Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their the respective officers, directors, trustees, officers, partners, agentsemployees, employees representatives and Affiliates agents of the Bookrunner, the Holders or any Controlling Person (each, an “Indemnified Party”), from and against all lossesany loss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable attorneys’ fees and expensescost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, and any amounts paid in any settlement effected with the Company’s consentdamage, which consent shall not be unreasonably withheld expense, liability, claim or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained inin any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission of to state a material fact required to be stated in, in any Shelf Registration Statement, Prospectus, Free Writing Prospectus Statement or “issuer information” filed in any amendment or required to be filed pursuant to Rule 433(d) under the Securities Act, supplement thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the case of a Prospectus, a Free Writing statements made in any Prospectus or “issuer information,” in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances then existing) under which such statements were made, not misleading, except and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such statements loss, damage, expense, liability, claim or omissions arise action arises out of or are is based upon (i) any such untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made in reliance on omitted from, and in conformity with information with respect to such Holder furnished in writing by or on behalf of the Bookrunner or a Holder to the Company by such Holder or its counsel expressly for use thereinin, (ii) the use of any Shelf Registration Statement or any Prospectus; provided further, Free Writing Prospectus or “issuer information” after such time as the obligation of however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedIndemnified Party.

Indemnification; Contribution. (a) The Company agrees to indemnify shall indemnify, defend and hold harmless each the Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Personof its officers, if anydirectors, who controls such Holder employees, agents, partners or such underwriter controlling persons (within the meaning of Section 15 the Securities Act) (each, an "indemnified party") from and against, and shall reimburse such indemnified party with respect to, any and all claims, suits, demands, causes of action, losses, damages, liabilities, costs or expenses ("Liabilities") to which such indemnified party may become subject under the Securities Act or Section 20 of the Exchange Act and their respective directorsotherwise, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses arising from or relating to (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedA) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a any material fact contained inin such registration statement, any prospectus contained therein or any amendment or supplement thereto, or any (B) the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (therein, in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) in which they were made, not misleading; PROVIDED, except HOWEVER, that the Company shall not be liable in each any such case insofar as to the extent that any such statements or omissions arise Liability arises out of or are is based upon (i) an untrue statement or omission so made in conformity with written information furnished by or on behalf of such indemnified party specifically for use in the registration statement; PROVIDED FURTHER, that the Company shall not be liable in any such case to the extent that any such Liability arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity any preliminary prospectus if (i) the Holder under an obligation to send or deliver a copy of the prospectus with information with respect or prior to the delivery of written confirmation of the sale of Registrable Securities failed to deliver such prospectus to the person asserting such Liability who purchased such Registrable Securities which are the subject thereof from such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, and (ii) the use of any Prospectusprospectus would have corrected such untrue statement or omission; and PROVIDED FURTHER, Free Writing Prospectus or “issuer information” after such time as the obligation of that the Company shall not be liable in any such case to keep effective the Registration Statement extent that any Liability arises out of which or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the prospectus, if such Prospectus forms a part has expired untrue statement or (iii) the use of any Prospectusalleged untrue statement, Free Writing Prospectus omission or “issuer information” after such time as the Company has advised the Holders that the filing of alleged omission is corrected in an amendment or supplement thereto is requiredto the prospectus and if, except having previously been furnished by or on behalf of the Company with copies of the prospectuses so amended or supplemented and having been obligated to deliver such Prospectusprospectuses, Free Writing Prospectus or “issuer information” the Holder thereafter failed to deliver such prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities to the person asserting such Liability who purchased such Registrable Securities which are the subject thereof from such Holder.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder in any offering or sale of Registrable Securities pursuant to this AgreementCommon Shares, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable SecuritiesCommon Shares, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iA) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (iiB) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 8(a), the Company shall not be liable to any such Holder or underwriter or to any other indemnified party under the indemnity agreement in this Section 8(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Common Shares by such indemnified party.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------- indemnify and hold harmless each Designated Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, Person who controls such Holder or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) such Designated Holder from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedcosts of investigation) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action"Liabilities"), suit, proceeding or investigation ----------- arising out of or based upon any untrue untrue, or alleged untrue allegedly untrue, statement of a material fact contained inin any Registration Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of not misleading under the circumstances then existing) not misleadingsuch statements were made, except in each case insofar as such statements or omissions arise Liability arises out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made contained in such Registration Statement, preliminary prospectus or final prospectus in reliance on and in conformity with upon information with respect to concerning such Designated Holder furnished in writing to the Company by such Designated Holder or its counsel expressly for use therein, (iiincluding, without limitation, the information furnished to the Company pursuant to Section 8(b) the use or failure of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation a Designated Holder to deliver a copy of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired registration statement or (iii) the use of prospectus or any Prospectus, Free Writing Prospectus amendments or “issuer information” supplements thereto after such time as the Company has advised furnished such Designated Holder with copies of the same. The Company shall also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act) to the same extent as provided above with respect to the indemnification of the Designated Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedRegistrable Securities.

Indemnification; Contribution. (a) The Company Cambridge Heart agrees to indemnify and hold harmless each Holder AH&H (together with its affiliates and their respective control persons, directors, officers, employees and agents, "Indemnified Persons") to the full extent lawful against any and all claims, losses, damages, liabilities, costs and expenses as incurred (including all reasonable fees and disbursements of counsel and all reasonable travel and other out-of-pocket expenses reasonably incurred in connection with the investigation of, preparation for and defense of any offering pending or sale threatened claim, action, proceeding or investigation and any litigation or other proceeding arising therefrom, to which an Indemnified Person may become subject) (collectively, "Damages") arising out of Registrable Securities or related to any actual or proposed Transaction or AH&H's engagement hereunder; provided, however, that there shall be excluded from such indemnification any such portion of such Damages as are found in a final judgment by a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence on the part of the Indemnified Person, other than any action undertaken at the request or with the consent of Cambridge Heart. The foregoing indemnification obligation is in addition to, and not in limitation of, any other rights AH&H may have, including but not limited to any right of contribution. In the event that the foregoing indemnity is unavailable or insufficient to hold harmless an Indemnified Person, then Cambridge Heart shall contribute to amounts paid or payable by an Indemnified Person in respect of such Damages in such proportion as appropriately reflects the relative benefits received by it on the one hand and AH&H on the other. If applicable law does not permit allocation solely on the basis of benefits, then such contribution shall be made in such proportion as appropriately reflects both the relative benefits and relative fault of the parties and other relevant equitable considerations. The foregoing is subject to the limitation that in no event shall AH&H's aggregate contributions in respect of Damages exceed the amount of fees actually received by AH&H pursuant to this Agreement. For purposes hereof, each Personrelative benefits to Cambridge Heart and AH&H of the Transaction or other similar transaction shall be deemed to be in the same proportion that the total value paid or received or contemplated to be paid or received by Cambridge Heart and/or its security holders in connection with the Transaction or other similar transaction bears to the fees paid to AH&H pursuant to its engagement in respect of such Transaction. AH&H shall promptly notify Cambridge Heart of any claim or threatened claim being asserted against AH&H which would give rise to an indemnification hereunder, if any, who participates as an underwriter and agrees that Cambridge Heart shall have the right to participate in the defense of any such offering Cambridge Heart, Inc. September 5, 2002 Page 7 claim and, to the extent that Cambridge Heart shall wish, to assume the defense thereof and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within shall pay as incurred the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expensesdisbursements of such counsel related to such proceeding. In any such proceeding, as incurredAH&H shall have the right to retain its own counsel at Cambridge Heart's expense. Cambridge Heart will not enter into any waiver, and release or settlement with respect to any amounts paid threatened or pending claim, action, proceeding or investigation or settle any litigation arising therefrom in any settlement effected with respect of which indemnification hereunder may be sought (whether or not Indemnified Persons are a formal party thereto) without the Company’s consent, prior written consent of AH&H (which consent shall not be unreasonably withheld or delayed) (collectively), “Losses”) incurred by unless such party pursuant to waiver, release or settlement includes an unconditional release of AH&H from any actual or threatened action, suit, proceeding or investigation and all liability arising out of such threatened or based upon any untrue pending claim, action, proceeding, investigation or alleged untrue statement of a material fact contained in, litigation. Under no circumstances shall this paragraph be modified or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedamended.