Common use of Indemnification Obligations Clause in Contracts

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent shall indemnify and hold harmless Centuri from and against, and will reimburse Centuri for, (i) all liability for Taxes allocated to Parent pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Parent Group pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset determined pursuant to Section 2.4, (iv) the amount of any Refund or Tax Benefit received by any member of the Parent Group that is allocated to Centuri pursuant to Section 2.4 or 2.5 and (v) any amount received by any member of the Parent Group from any member of the Centuri Group that is described in Section 3.8(d). (b) Without regard to whether a Post-Distribution Ruling or Unqualified Tax Opinion may have been provided, if applicable, or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Centuri shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to Centuri pursuant to Article 2, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any Centuri Group member pursuant to this Agreement, (iii) the amount of any Centuri Separate Tax Asset that is subsequently disallowed, (iv) the amount of any Refund or Tax Benefit received by any Centuri Group member that is allocated to Parent pursuant to Section 2.4, 2.5 or 3.7(b), (v) any Taxes and Tax-Related Losses attributable to a Centuri Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied), (vi) any amount received by any member of the Centuri Group from any member of the Parent Group that is described in Section 3.8(d) and (vii) any amounts owned by Centuri to Parent pursuant to Section 6.2. The amount of any liability for Taxes that are indemnifiable pursuant to this Section 5.1(b) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business. (c) To the extent not otherwise provided for in the Service Agreements, each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by that any Tax or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation Tax-Related Loss is subject to indemnity pursuant to this Article 6 with respect to any particular Losses both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be reduced shared by all amounts actually recovered ▇▇▇▇▇▇ and Centuri according to relative fault as determined by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party Parent in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountits sole discretion.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each Each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To The following provisions shall apply to, and be deemed in each case to modify, each of the provisions of this Mortgage (except those set forth in Section 3.10 hereof) and the other Security Documents (except to the extent otherwise expressly provided therein) wherein Mortgagor is obligated to indemnify each of the Indemnified Persons: (a) Mortgagor agrees to indemnify the Trustees and the Agent against all legal and administrative proceedings for which a claim for indemnification may be made by the Indemnified Person (herein, collectively, called "Indemnification Claims") made against or incurred by them or any of them as a consequence of the assertion, either before or after the payment in full of the Indebtedness, that they or any of them received Hydrocarbons herein assigned or the proceeds thereof claimed by third persons and the Trustees and the Agent shall have the right to defend against any such Indemnification Claims, employing attorneys therefor, and unless furnished with reasonable indemnity, they or any of them shall have the right to pay or compromise and adjust all such Indemnification Claims. Mortgagor will indemnify and pay to the Trustees or the Agent any and all such amounts as may be paid in respect thereof or as may be successfully adjudged against the Trustees and the Agent or any of them. The obligations of Mortgagor as hereinabove set forth in this Section 4.6 shall survive the release termination, foreclosure or assignment of this Mortgage or any sale hereunder. (b) Mortgagor shall pay when due any judgments with respect to an Indemnification Claim against any of the Indemnified Persons and which are rendered by a final order or decree of a court of competent jurisdiction from which no further appeal may be taken or has been taken within the applicable appeal period. In the event that such payment is not otherwise made, any of the Indemnified Persons at its sole discretion may pay any such judgments, in whole or in part, and look to Mortgagor for reimbursement pursuant to this Mortgage, or may proceed to file suit against Mortgagor to compel such payment. (c) Any amount which Mortgagor is obligated to pay to or for the benefit of an Indemnified Person with respect to an Indemnification Claim, but which is not paid when due, shall bear interest at the default or post maturity rate of interest provided for in the Service Agreements, each of Note from the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to date such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which amount is due until such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountis paid.

Indemnification Obligations. To Following the extent not otherwise provided for in the Service Agreements, each entry of the Parties BCA Assumption Order, the Company (the “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expenses, including, without limitation, attorneys’ fees and expenses (other than Taxes arising out of a claim asserted by a third party (collectively, “Losses”) imposed uponthat any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement and the transactions contemplated hereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred by in connection with investigating, preparing to defend or asserted against the person seeking indemnification that are caused bydefending, are attributable or providing evidence in or preparing to serve or serving as a witness with respect to, result from any lawsuit, investigation, claim or arise out other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, related to a Commitment Party Default by such Commitment Party or any breach of this Agreement by such Commitment Party, or (b) to the Indemnitor or extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the negligence or bad faith, willful misconduct or gross negligence of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountIndemnified Person.

Indemnification Obligations. To The Company and its Subsidiaries (the extent not otherwise provided for in the Service Agreements“Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each of the Parties Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expenses, including, without limitation, attorneys’ fees and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) imposed upon, incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such indemnification payment up Commitment Party, or (b) to the amount received extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the Indemniteebad faith, net willful misconduct or gross negligence of any expenses incurred by such Indemnitee in collecting such amountIndemnified Person.

Indemnification Obligations. To Following the extent not otherwise provided for in the Service Agreements, each entry of the Parties Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expenses, including, without limitation, attorneys’ fees and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) imposed upon, incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such indemnification payment up Commitment Party, or (b) to the amount received extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the Indemniteebad faith, net willful misconduct or gross negligence of any expenses incurred by such Indemnitee in collecting such amountIndemnified Person.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each Each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person Person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 4 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party PSC and its Affiliates jointly and severally agree to fully indemnify each Consenting Lender, the Administrative Agent, the Other Agents, and their respective officersAffiliates, directors, membersofficers, managers and employees employees, agents or representatives including counsel (eachcollectively, an “Indemnitee”the "Indemnitees") harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficienciesany manner of actions, causes of action, suits, proceedings, liabilities and claims of any nature, costs or expenses (including reasonable legal fees) which may be incurred by such Indemnitee or asserted against such Indemnitee arising out of or during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Plan, other than any liabilities to the extent arising from the gross negligence or wilful or intentional misconduct of any Indemnitee as determined by a final judgment of a court of competent jurisdiction. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from PSC, the Indemnitee shall promptly notify PSC in writing, and PSC may assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all costs and expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, includingaction or proceeding and to consult with PSC in the defense thereof, without limitation, attorneys’ and the fees and expenses of such counsel shall be at the expense of PSC unless and until PSC shall have assumed the defense of such claim, action or proceeding. If the named parties to any such claim, action or proceeding (collectivelyincluding any impleaded parties) include both the Indemnitee and PSC, “Losses”) imposed uponand the Indemnitee reasonably believes that the joint representation of PSC and the Indemnitee may result in a conflict of interest the Indemnitee may notify PSC in writing that it elects to employ separate counsel at the expense of PSC, incurred by and PSC shall not have the right to assume the defense of such action or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or proceeding on behalf of the IndemnitorIndemnitee. Any indemnification obligation pursuant to this Article 6 In addition, PSC shall not effect any settlement or release from liability in connection with respect to any particular Losses shall be reduced by all amounts actually recovered by matter for which the Indemnitee would have the right to indemnification from third partiesPSC, unless such settlement contains a full and unconditional release of the Indemnitee, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights a release of the Indemnitee against any third party satisfactory in respect of the Losses to which such payment relates, form and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up substance to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each Each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person Person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 5 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To Following the extent not otherwise provided for in the Service Agreements, each entry of the Parties PPA and BCA Approval Order, the Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Private Placement Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expenses, including, without limitation, attorneys’ fees and expenses (other than Taxes of the Private Placement Parties) arising out of a claim asserted by a third-party (collectively, “Losses”) imposed upon, incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with this Agreement and its obligations hereunder, including the Private Placement Commitment, the Private Placement, the payment of the Private Placement Agreement Premiums, the Breakup Payments or the use of the proceeds of the Private Placement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, the Reorganized Company, the Company Group, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Private Placement Party, its Related Parties or any Indemnified Person related thereto, caused by a Private Placement Default by such indemnification payment up Private Placement Party, or (b) to the amount received extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the Indemniteebad faith, net willful misconduct or gross negligence of any expenses incurred by such Indemnitee in collecting such amountIndemnified Person.

Indemnification Obligations. To The Company and the extent not otherwise provided for in other Debtors (the Service Agreements“Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each of the Parties Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expenses, including, without limitation, attorneys’ fees and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third-party (collectively, “Losses”) imposed upon, incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with this Agreement, including the Rights Offering Backstop Commitment, the Rights Offering, the payment of the Commitment Payment or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such indemnification payment up Commitment Party, or (b) to the amount received extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the Indemniteefraud, net bad faith, willful misconduct or gross negligence of any expenses incurred by such Indemnitee in collecting such amountIndemnified Person.

Indemnification Obligations. To The Company and the extent other Debtors (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Party that is not otherwise provided for in the Service Agreementsa Defaulting Backstop Party, each of the Parties its Affiliates, shareholders, members, partners and other equity holders, general partners, managers and its and their respective Representatives, agents and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Backstop Premium or the use of the proceeds of the Rights Offering, or any breach by the Debtors of this Agreement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, and reimburse each Indemnified Person upon demand for reasonable and documented (subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party and its Related Parties, caused by a Backstop Party Default by such indemnification payment up Backstop Party, or (b) to the amount received extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the Indemniteebad faith, net willful misconduct or gross negligence of any expenses incurred by such Indemnitee in collecting such amountIndemnified Person.

Indemnification Obligations. MEMBER agrees that VIGILINT and the respective Representatives of each of them will not have any liability to MEMBER or any other person in connection with, related to or arising out of, this Agreement, including the Services to be provided hereunder, except in connection with any willful breach by VIGILINT of its obligations under Sections 6.1. To the fullest extent not otherwise provided for in the Service Agreementspermitted by applicable law, each of the Parties (each, an “Indemnitor”) MEMBER shall indemnify, defend and hold harmless VIGILINT and the other Party and its respective officersRepresentatives of each of them (each such individual or entity to be referred to hereinafter as an "Indemnified Person"), directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilitiesany loss, obligationsclaim, claimsjudgment, lossesliability, damagesdamage, penalties, deficiencies, causes action or cause of action, costs joint or several, and expensesany action in respect thereof (including reasonable legal, including, without limitation, attorneys’ accounting and other professional fees and expenses that may be incurred by a person in enforcing his, her or its rights to indemnification under this Agreement) (each a “Loss” and collectively, “Losses”), whether or not involving a third party, to which an Indemnified Person may be subject, insofar as such Loss relates to, arises out of or results from any Covered Event (as such term is defined below) imposed uponor alleged Covered Event, and will reimburse such Indemnified Person upon request for all Losses incurred by such Indemnified Person in connection with investigating, defending or asserted preparing to defend against any such Loss. The term "Covered Event" shall mean (a) any action taken, or omitted to be taken, or services performed, or omitted to be performed, by an Indemnified Person, related to or consistent with the person seeking indemnification that are caused by, are attributable to, result from Services or arise out of the breach terms of this Agreement Agreement, or (b) any action taken, or omitted to be taken, by MEMBER, in connection with any matter in which an Indemnified Person has been involved pursuant to this Agreement; provided, that the term "Covered Event," with respect to an Indemnified Person, shall exclude any Loss to the extent determined by the Indemnitor or final, non-appealable judgment of a court of competent jurisdiction to have been caused by the negligence gross negligence, fraud, bad faith or willful misconduct misfeasance of the Indemnitorsuch Indemnified Person. “Representative” of a person shall mean any of such person’s owners, or of any officerspartners, investors, managing principals, principals, directors, members, managersofficers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third partiesindependent contractors, or from applicable insurance coverageconsultants, with respect to such Losses. Upon making any payment to any Indemniteecounsel, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, advisors and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountother representatives.

Indemnification Obligations. To The Company and the extent not otherwise provided for in other Company Parties (the Service Agreements“Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each of the Parties Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives, attorneys, and controlling Persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expenses, including, without limitation, attorneys’ fees and expenses (other than taxes of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Indemnified Losses”) imposed upon, incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with this Agreement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, the other Company Parties, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket legal or other third-party expenses of counsel (which, so long as there are no actual conflicts of interests among such Indemnified Persons, shall be limited to one law firm serving as counsel for the Indemnified Persons) incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Indemnified Losses (a) as to a Defaulting Backstop Party, its Affiliates or any Indemnified Person related thereto, caused by a default by such indemnification payment up Defaulting Backstop Party (or Indemnified Persons related thereto) or any breach by any Backstop Party (or Indemnified Persons related thereto) under this Agreement, or (b) to the amount received extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the Indemniteebad faith, net willful misconduct or gross negligence of such Indemnified Person. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Parties will not be liable for, and no Indemnified Person shall claim or seek to recover, any expenses incurred by such Indemnitee in collecting such amountpunitive, special, indirect or consequential damages or damages for lost profits.

Indemnification Obligations. (a) To the extent not otherwise provided for permitted by applicable law, the Company shall indemnify and hold harmless each Holder of Registrable Securities included in the Service AgreementsRegistration Statement, each Person, if any, who controls such Holder within the meaning of the Parties (eachSecurities Act, an “Indemnitor”) shall indemnifyand each officer, defend director, manager or partner of such Holder and hold the other Party such controlling Person, against any and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligationslosses, claims, damages, liabilities and reasonable expenses, 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, penaltiesliabilities and expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, deficiencies(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 the Registration Statement or contained in the final prospectus (as amended or supplemented, causes if the Company files any amendment or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of actionthe circumstances under which the statements therein were made, costs and expensesnot misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law, including, without limitation, any state securities laws, or any rule or regulation thereunder related to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”), provided, however, that the indemnification required by this Section 3.01 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 the registration. (b) To the extent permitted by applicable law, each Holder shall indemnify and hold harmless the Company, each of its directors and each of its officers, each Person, if any, who controls the Company within the meaning of the Securities Act, and each officer, director, manager or partner of such controlling Person, any other Holder, any controlling Person of any such other Holder and each officer, director, manager or partner of such other Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses, including attorneys’ fees and disbursements and expenses (collectively, “Losses”) imposed uponof investigation, incurred by such party pursuant to any actual or asserted against threatened action, suit, proceeding or investigation, or to which any of the person seeking indemnification that are caused byforegoing Persons may otherwise become subject under the Securities Act, are attributable tothe Exchange Act or other federal or state laws, result from or insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the breach extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; provided, however, that (x) the indemnification required by this Section 3.01 shall not apply to amounts paid in settlement of this Agreement by any such loss, claim, damage, liability or expense if settlement is effected without the Indemnitor or the negligence or willful misconduct consent of the Indemnitorrelevant Holder of Registrable Securities, or which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf indemnity under this Section 3.01 exceed the gross proceeds from the applicable offering received by such Holder. (c) The obligations of the Indemnitor. Any indemnification obligation Company and the Holders of Registrable Securities under this Article III shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Article 6 Agreement, and otherwise. (d) Except as otherwise set forth herein, the mechanics and procedures with respect to any particular Losses the rights and obligations under this Article III shall be reduced by all amounts actually recovered by the Indemnitee from third partiessame as those set forth in Section 14.01, or from applicable insurance coverageIndemnification, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountSecurities Purchase Agreement.

Indemnification Obligations. To the extent not otherwise provided for in the Service AgreementsNotwithstanding any other provision of this Agreement, each of the Parties party (each, an “IndemnitorIndemnifying Party”) shall defend, indemnify, defend save and hold keep harmless the other Party Partners, their Affiliates, the Partnership, York LLC and its their respective officerssuccessors and permitted assigns (collectively, directors, members, managers and employees (each, an the “IndemniteeIndemnified Parties”) harmless against and from any and against all liabilitiesDamages sustained or incurred by any of them resulting from or arising out of or by virtue of: (a) any breach of any representation or warranty made by the Indemnifying Party in this Agreement; (b) any breach by the Indemnifying Party of, obligationsor failure by the Indemnifying Party to comply with, claims, losses, damages, penalties, deficiencies, causes any of action, costs and expenses, its covenants or obligations under this Agreement (including, without limitation, attorneys’ fees and expenses their obligations under this Article XII); or (collectively, “Losses”c) imposed upon, incurred by any indemnification obligation of such party or asserted against any Affiliate thereof arising under the person seeking indemnification that are caused by, are attributable to, result from or arise out provisions of Article X of the breach Contribution Agreement. Except as provided in the succeeding two paragraphs of this Section 12.2, any indemnification obligation arising under this Article XII and/or Article X of the Contribution Agreement shall be discharged by a capital contribution by the Partner owing such obligation to the Partnership in the amount of the Damages relating thereto. Any payment by the Partnership of Damages to which an indemnification obligation relates shall be charged as a distribution to the Indemnifying Partner and taken into account for purposes of current and future distributions made by the Partnership pursuant to Section 5.1. In addition, no item of Partnership property shall be revalued to reflect such indemnification payment. From the date of determination of such obligation (which shall be the date agreed by the parties or the date of a final binding determination by a mediator or the date of a final, non-appealable determination by a court of competent jurisdiction, as applicable) and until such obligation (and all accrued interest, if any, with respect thereto) has been paid in full in cash or other immediately available funds, all cash distributions to which a Partner shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof, shall instead be retained by the Partnership and credited to the discharge of the obligation to make such capital contribution and to pay accrued but unpaid interest as provided in Section 3.1(c) hereof. Notwithstanding any other provision of this Agreement to the contrary, in the event any indemnification obligation arises under Section 10.6 of the Contribution Agreement and Gannett reasonably determines that such claim is likely to result in Damages which would impact more than one fiscal year of the Partnership (each, a “York Indemnity Claim”), Gannett shall have the option to invoke the remedy described in this paragraph with respect to such York Indemnity Claim in lieu of the remedies described in the immediately preceding paragraph of this Section. Such option may be exercised by Gannett, in its sole discretion, by providing written notice to the Partnership and MediaNews (each, a “Gannett Claim Notice”), within thirty (30) days of any such determination, which sets forth with reasonable specificity the basis for the claim for indemnification, the nature of the claim and the basis and methodology for calculating the amount of the proposed reduction in the MediaNews Percentage Interest and the proportionate increase in the Gannett Percentage Interest as a result of such York Indemnity Claim. The parties agree that of MediaNews’ 59.36% Percentage Interest, a 29.50% Percentage Interest shall be treated by the Indemnitor or parties as being attributable to the negligence or willful misconduct contribution of the IndemnitorYork Partnership Interest to the Partnership pursuant to Section 2.5(a) of the Contribution Agreement. With respect to any York Indemnity Claim subject to a Gannett Claim Notice, the parties agree that MediaNews’ Percentage Interest shall be adjusted to the following percentage: (I) the sum of (a) the excess of 59.36 over 29.50 plus (b) the product of 29.50 times a fraction, the numerator of which is the fair market value of the York Partnership Interest on the date of the Gannett Claim Notice (taking into account all Damages resulting from or arising out of or by virtue of such York Indemnity Claim, including, but not limited to, the adverse effect, on a present value basis, of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for changes which impact the subsequent business or on behalf operations of the IndemnitorYork Limited Partnership) and the denominator of which is the fair market value of the York Partnership Interest immediately prior to the date that such indemnification obligation first arose (for purposes of clarification, this fraction cannot be greater than 1), divided by (II) 100 plus the amount described in (I)(b) above minus 29.50. If MediaNews objects to the proposed reduction in the MediaNews Percentage Interest set forth in the Gannett Claim Notice, MediaNews shall notify Gannett in writing of the basis for its objection within fifteen (15) business days after receipt of the Gannett Claim Notice and, pursuant to the procedures set forth in Section 13.1 hereof (except that no further written notice of the matter in dispute shall be required), the parties shall attempt to agree upon the fair market values of the York Partnership Interests for purposes of the applicable fraction set forth above. If the parties are unable to agree on the fair market values of the York Partnership Interest pursuant to Section 13.1, then MediaNews shall select an independent qualified appraiser (with the concurrence of Gannett, which concurrence shall not be unreasonably withheld) to determine the fair market values of the York Partnership Interests for purposes of the applicable fraction set forth above, and the parties shall abide by the conclusions of such appraiser which shall be final and binding upon the parties. The Partnership shall pay the fees of any such appraiser. Any indemnification obligation with respect to a York Indemnification Claim subject to a Gannett Claim Notice shall be discharged upon a reduction in the MediaNews Percentage Interest and proportionate increase in the Gannett Percentage Interest pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relatesparagraph, and such Indemnitee discharge shall execute upon request all instruments reasonably necessary to evidence be effective as of the date of the applicable Gannett Claim Notice. Notwithstanding the preceding sentence, from and perfect such subrogation rights. If after the Indemnitee receives date of any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment Gannett Claim Notice, unless otherwise agreed by the Indemnitorparties, then such Indemnitee all cash distributions to which MediaNews shall promptly reimburse the Indemnitor for any payment otherwise be entitled to receive pursuant to Section 5.1(a) hereof shall continue to be distributed to MediaNews until (i) MediaNews has made or expense incurred by such Indemnitor in connection with providing such indemnification payment up an additional capital contribution to the Partnership pursuant to the next paragraph of this Section or (ii) MediaNews has failed to exercise its option to make an additional capital contribution to the Partnership within the 30-day period referenced in the next paragraph of this Section, in either of which events, any future distributions to which MediaNews would otherwise be entitled to receive pursuant to Section 5.1(a) hereof shall be equitably adjusted (including accrued interest at a rate of 5% per annum), retroactive to the date of the Gannett Claim Notice, to take into account the period during which the MediaNews Percentage Interest was reduced from and after the date of the Gannett Claim Notice. If, as a consequence of Gannett’s invoking the remedy described in the preceding two paragraphs of this Section, the Percentage Interest of MNG and its Affiliates would be decreased to less than 51%, MediaNews shall have the option, exercisable by written notice to Gannett within 30 days of a final determination of the amount received by which MediaNews’ Percentage Interest is to decrease pursuant to the preceding two paragraphs, to contribute to the Partnership additional newspapers, mastheads or related assets owned by it, provided that any such proposed additional capital contribution shall be subject to Gannett’s reasonable concurrence, which such concurrence shall not be unreasonably withheld; and provided, further, that no such proposed additional capital contribution shall cause Gannett’s Percentage Interest to be decreased to a level of less than 90% of the Gannett Percentage Interest which was in effect immediately prior to the date of the Gannett Claim Notice which gave rise to such reduction in MediaNews’ Percentage Interest, without obtaining the prior written consent of Gannett, which may be withheld in Gannett’s sole discretion. Upon receipt by the IndemniteePartnership of an additional capital contribution pursuant to this paragraph, net the Capital Account and Percentage Interest of any expenses incurred by the contributing Partner(s) will be adjusted upward to reflect the fair market value of such Indemnitee contribution (determined in collecting such amountaccordance with the procedures set forth in Section 9.5(f)) and, subject to the terms of the immediately preceding sentence, the Percentage Interest of the other Partner(s) will be adjusted downward proportionately to reflect the increase in the contributing Partner’s Percentage Interest.

Indemnification Obligations. To The indemnification obligations under this Agreement shall be subject to the extent not otherwise provided for in following provisions: (1) The party seeking indemnification (“Indemnitee”) shall notify the Service Agreements, each of the Parties other party (each, an “Indemnitor”) of any Claim against Indemnitee within forty-five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall indemnifyin no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may defend and hold settle such Claim, and Indemnitor’s liability to Indemnitee shall be conclusively established by such settlement, the other Party amount of such liability to include both the settlement consideration and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, the reasonable costs and expenses, including, without limitation, including attorneys’ fees, incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses such counsel shall be reduced at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action or any such counsel employed by Indemnitor shall have failed to commence or pursue such defense, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and expenses shall be borne by Indemnitor. (2) The indemnification payment up to obligations under this Agreement shall cover the amount received by the costs and expenses of Indemnitee, net including reasonable attorneys’ fees, related to any actions, suits or judgments incident to any of any expenses incurred the matters covered by such indemnities. (3) The indemnification obligations of Indemnitor under this Agreement shall also benefit any present or future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant and agent of or in Indemnitee or any entity now or hereafter having a direct or indirect ownership interest in collecting such amountIndemnitee.

Indemnification Obligations. To (a) Buyer shall indemnify and hold harmless the extent not otherwise provided for in the Service AgreementsIndemnified Parties, and each of the Parties (eachthem, an “Indemnitor”) shall indemnifyfrom, defend against, for and hold the other Party in respect of any and its respective officersall losses, directorsliabilities, membersdamages, managers and employees (each, an “Indemnitee”) harmless from and against all liabilitiesdemands, obligations, claimsjudgments, losses, damages, penaltiesfines, deficiencies, causes of actionencumbrances, assessments, costs and expenses, expenses including, without limitation, interest, penalties and reasonable attorneys’ fees ' fees, incident to any action, suit, claim, proceeding or investigation commenced or threatened by or on behalf of any holder of Minority Shares and expenses (collectivelyby any governmental or quasi-governmental agency, “Losses”) board, bureau, commission or other instrumentality, and any and all amounts paid in settlement of any such action, suit, claim, proceeding or investigation, asserted against, resulting to, imposed upon, or incurred or suffered by the Indemnified Parties, or asserted against the person seeking indemnification that are caused byany of them, are attributable to, result from or arise out in each case in respect of the breach purchase or attempted purchase by Buyer or any designee thereof of the Minority Shares or any of them, whether by tender or exchange offer, acquisition, merger, open market purchase or otherwise (all hereinafter collectively referred to as "Damages"). Notwithstanding anything herein to the contrary, Buyer shall have no obligation to any of the Indemnified Parties under this Agreement by Section 1 in respect of the Indemnitor business or operations of the Company prior to the Closing (as defined in the Stock Purchase Agreement) or the negligence actions or willful misconduct omissions of the Indemnitor, or of any Company's officers, directors, membersstockholders, managersemployees or agents prior to the Closing, employees, agents, contractors and/or subcontractors acting for or on behalf irrespective of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to date that any particular Losses claim, suit or other cause of action related thereto is filed or otherwise instituted, provided, however, that nothing contained herein shall be reduced by construed to limit or negate the indemnification obligations provided for in the Stock Purchase Agreement. (b) For purposes of this Agreement, all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor Damages shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, computed net of any expenses incurred insurance coverage with respect thereto that reduces the Damages that would otherwise be sustained by such Indemnitee any of the Indemnified Parties; provided, however, that in collecting such amountall cases, the timing of the receipt or realization of insurance proceeds shall be taken into account in determining the amount of reduction of Damages.

Indemnification Obligations. To Following the extent not otherwise provided for in the Service Agreements, each entry of the Parties Approval Order, the Company, the Reorganized Debtors and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expenses, including, without limitation, attorneys’ fees and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) imposed upon, incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with this Agreement and the obligations hereunder, including the Backstop Commitment, the Rights Offerings, the payment of the Commitment Premium or the use of the proceeds of the Rights Offerings, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, the Reorganized Debtors, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such indemnification payment up Commitment Party, or (b) to the amount received extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the Indemniteebad faith, net willful misconduct or gross negligence of any expenses incurred by such Indemnitee in collecting such amountIndemnified Person.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each With respect to any obligation of the Parties Parent or any of its Subsidiaries (each, an a “IndemnitorParent Company” and collectively, the “Parent Companies”) shall to indemnify, defend and and/or hold harmless, or advance expenses to, any of the other Party and its respective officersBoard Designees for any Adverse Consequences arising out of or with respect to current, directors, members, managers and employees future or prior service on the Board of Directors (each, an “Indemnitee”), Parent hereby acknowledges and agrees that (a) harmless from such Parent Company is the indemnitor of first resort; (b) the obligations of such Parent Company to each Indemnitee are primary, and against all liabilitiesany obligations of Stockholder, obligations, claims, losses, damages, penalties, deficiencies, causes any Affiliate of action, costs and expenses, including, without limitation, attorneys’ fees and Stockholder or any Fund to provide advancement of expenses (collectively, “Losses”) imposed upon, or indemnification for any Adverse Consequences incurred by an Indemnitee and for which any Parent Company has agreed (or asserted against the person seeking indemnification that is otherwise obligated) to indemnify Indemnitee (whether under any Organizational Document or any other agreement or document) are caused bysecondary, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitorand (c) if Stockholder, or any Affiliate of Stockholder, Fund or other Indemnitee, is obligated to pay, or pays, or causes to be paid for any officersreason, directors, members, managers, employees, agents, contractors and/or subcontractors acting for any expense or Adverse Consequences which any Parent Company is otherwise obligated (whether under any Organizational Document or any other agreement or document) to pay to or on behalf of Indemnitee, then (x) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses case may be, shall be reduced by fully subrogated to and otherwise succeed to all amounts actually recovered by the rights of Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment payment, including with respect to any rights to claim such amounts from such Parent Company; and (y) as applicable, Parent shall, or shall cause such other Parent Company to be obligated to, reimburse, indemnify and hold harmless (or cause one or more other Parent Companies to reimburse, indemnify and hold harmless) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the Indemnitor case may be, for all such payments actually made by such entity or person on behalf of or for the benefit of Indemnitee. For purposes of this Agreement, “Fund” shall be subrogated to all rights mean any investment fund formed or managed by Versa Capital Management, LLC or any of its Affiliates or for which Versa Capital Management, LLC or any of its Affiliates serves as an investment adviser including Stockholder and its parallel funds and alternative vehicles, and any other partnership, limited liability company or other legal entity that is an Affiliate of any of the Indemnitee against foregoing which directly or indirectly owns equity securities of Parent or any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountother Parent Company.

Indemnification Obligations. To Following the extent not otherwise provided for in the Service Agreements, each entry of the Parties BCA Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expenses, including, without limitation, attorneys’ fees and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third-party (collectively, “Losses”) imposed upon, incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Rights Offering Backstop Commitment, the Rights Offering, the 4(a)(2) Backstop Commitment, the 4(a)(2) Backstop Commitment Investment, the payment of the Commitment Premium or the use of the proceeds of the Transactions, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such indemnification payment up Commitment Party, or (b) to the amount received extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the Indemniteebad faith, net willful misconduct or gross negligence of any expenses incurred by such Indemnitee in collecting such amountIndemnified Person.

Indemnification Obligations. To Following the extent not otherwise provided for in entry of the Service AgreementsApproval Order, the Company, the Reorganized Debtors and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party, each of the Parties Reserve Party, QPGL, and their respective Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expensesexpenses (other than Taxes of the Commitment Parties, includingReserve Parties or QPGL, without limitationas applicable, attorneys’ fees and expenses except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) imposed upon, incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing this Agreement, including the Commitment, the Investment, the payment of the Commitment Premium or the use of the proceeds of the Investment, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such indemnification payment up proceedings are brought by the Company, the Reorganized Debtors, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party out-of-pocket expenses incurred in connection with investigating, preparing to defend or defending any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by or arising from a Commitment Party Default by such Commitment Party, (b) as to a Defaulting Reserve Party, its Related Parties or any Indemnified Person related thereto, caused by or arising from a Reserve Party Default by such Reserve Party, (c) as to QPGL, its Related Parties or any Indemnified Person related thereto, caused by or arising from QPGL’s failure to cause the full purchase of the QP Private Placement Shares in the QP Private Placement, or (d) to the amount received extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the Indemniteefraud, net bad faith, willful misconduct or gross negligence of any expenses incurred by such Indemnitee in collecting such amountIndemnified Person.

Indemnification Obligations. To the extent not otherwise provided for in the Service AgreementsThe Company agrees that it shall fully indemnify (i) each Noteholder, (ii) LCPI, (iii) SS/L, (iv) Apollo, (v) Blackstone and (vi) ▇▇▇▇▇▇▇▇▇▇▇ and each and every other person by reason of the Parties fact that such person is or was a director, officer, employee, agent, shareholder, counsel, financial advisor or other authorized representative of any of the foregoing (eachall of the foregoing persons and the entities in (i) through (vi) above, an “Indemnitor”the "Indemnitees") shall indemnifyagainst any claims, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligationsactions, claims, lossessuits, damages, penaltiesfines, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and judgments or expenses (collectivelyincluding reasonable attorney's fees), “Losses”) imposed upon, incurred by brought or asserted against by anyone (other than the person seeking indemnification that are caused byCompany, are attributable to, result from the Indemnitees or arise out any entity to whom any of the breach Indemnitees owe a fiduciary obligation with respect to asserted violations of this Agreement or any other agreement with the Company entered into by such Indemnitee in connection with the Indemnitor Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Restructuring, provided, that this indemnity shall not extend to any claims asserted by (i) each Noteholder, (ii) LCPI, (iii) SS/L, (iv) Apollo, (v) Blackstone and (vi) ▇▇▇▇▇▇▇▇▇▇▇ against any other Indemnitee, and provided, further, that the foregoing indemnification shall not apply to any tax liabilities that result solely from the conversion of such Noteholders' Notes into the equity of the Company as set forth in the Restructuring Term Sheet and any liabilities to the extent arising solely from the gross negligence or willful misconduct of any Indemnitee as determined by a final judgment of a court of competent jurisdiction. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the IndemnitorCompany, the Indemnitee shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless and until (a) the Company has agreed to pay the fees and expenses of such counsel, or (b) the Company shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the Indemnitee in any officerssuch claim, directorsaction or proceeding or (c) the named parties to any such claim, membersaction or proceeding (including any impleaded parties) include both the Indemnitee and the Company, managersand the Indemnitee reasonably believes that the joint representation of the Company and the Indemnitee may result in a conflict of interest (in which case, employeesif the Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, agents, contractors and/or subcontractors acting for the Company shall not have the right to assume the defense of such action or proceeding on behalf of the IndemnitorIndemnitee). Any indemnification obligation pursuant to this Article 6 In addition, the Company shall not effect any settlement or release from liability in connection with respect to any particular Losses shall be reduced by all amounts actually recovered by matter for which the Indemnitee would have the right to indemnification from third partiesthe Company, unless such settlement contains a full and unconditional release of the Indemnitee, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights a release of the Indemnitee against any third party satisfactory in respect of the Losses to which such payment relates, form and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up substance to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To (a) The Joinder Parties, severally and not jointly, shall indemnify, save and keep PTI and PTI Merger Sub and its successors and assigns (each a “PTI Indemnitee” and collectively, the “PTI Indemnitees”) harmless against and from all Damages sustained or incurred by any PTI Indemnitee, as a result of or arising out of or by virtue of: (i) any inaccuracy in or breach of any representation and warranty made by the Company to PTI and PTI Merger Sub in this Agreement (as modified by the Company Disclosure Schedule); (ii) the breach by the Company of, or failure of the Company to comply with, any covenant or obligation under this Agreement to be performed by the Company (including the Company’s obligations under this Article X); (iii) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date except to the extent that the Company has made adequate reserves for such Taxes on the Company’s Financial Statements; (iv) any claim or demand by any Shareholder seeking dissenters’ rights pursuant to Section 3.8 hereof resulting in the payment by the Surviving Corporation or PTI of any amount of cash or securities in excess of the Merger Consideration to which such Shareholder is entitled (“Dissenters’ Damages”); (v) any Taxes imposed on or assessed against PTI, the Surviving Corporation or any affiliate thereof as a result of the cancellation of Company Indebtedness into Company Preferred Stock prior to the Effective Time; provided, however, that for the avoidance of doubt, the Joinder Parties shall not otherwise be obligated to indemnify any PTI Indemnitee for any reduction in net operating losses or other tax attributes of the Company arising in connection with the cancellation of rights in exchange for equity, including pursuant to the Note and Warrant Cancellation Agreement, dated as of December 6, 2006, or in connection with any other transaction contemplated by this Agreement; and (vi) the BD Litigation, to the extent such Damages are in excess of the BD Reserve. In addition, to the extent that the full amount of the Diatos Milestone is not received by the Surviving Corporation on or prior to March 31, 2007, the Joinder Parties, severally and not jointly, shall indemnify and pay to the PTI Indemnitees an amount equal to the unpaid portion of the Diatos Milestone not received by the Surviving Corporation on or before March 31, 2007 (the “Diatos Obligation”), unless (a) prior to March 31, 2007, the Surviving Corporation and Diatos agree to terminate the Diatos Agreement or to modify the Diatos Agreement, in a form reasonably satisfactory to PTI, to provide for the assignment or transfer to the Surviving Corporation, PTI or an affiliate thereof of all marketing and distribution rights to OncoGel® provided for in the Service AgreementsDiatos Agreement (the “Diatos Transfer”), each (b) PTI or the Surviving Corporation agree to extend the time for payment of the Diatos Milestone, or (c) if any action or inaction of PTI or the Surviving Corporation has resulted in the nonpayment of the Diatos Milestone to the Surviving Corporation within such time frame. In the event that PTI has satisfied the Joinder Parties’ obligation to indemnify with respect to the Diatos Obligation by application of Holdback Shares pursuant to Section 10.4, and subsequent thereto, either (i) Diatos remits payment to the Surviving Corporation such that the full amount of the Diatos Milestone has been received by the Surviving Corporation (the “Diatos Full Payment”), or (ii) the Diatos Transfer has occurred, then PTI shall promptly credit the Holdback Shares with the number of PTI Ordinary Shares that equals the amount of the Diatos Obligation for which the Joinder Parties have previously indemnified the PTI Indemnitees. For purposes of any such credit to the Holdback Shares, the PTI Ordinary Shares that make up the credit will be valued at the closing mid-market price of a PTI Ordinary Share on the Official Daily List of the London Stock Exchange on the day before the Diatos Full Payment or the Diatos Transfer, as applicable. (b) PTI shall indemnify, save and keep the Joinder Parties and their successors and assigns (each, an a “Indemnitor”) shall indemnify, defend Joinder Party Indemnitee” and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, the “Losses”) imposed upon, Joinder Party Indemnitees” harmless against and from all Damages sustained or incurred by any Joinder Party Indemnitee, as a result of or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise arising out of or by virtue of: (i) any inaccuracy in or breach of any representation or warranty made by PTI or PTI Merger Sub in this Agreement; and (ii) the breach by PTI or PTI Merger Sub of, or failure of PTI or PTI Merger Sub to comply with, any covenant or obligation under this Agreement to be performed by the Indemnitor PTI or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to PTI Merger Sub (including PTI’s obligations under this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountX).

Indemnification Obligations. To Notwithstanding anything to the extent not otherwise provided for in the Service Agreementscontrary contained herein, each including Section 10.1 of the Parties (eachPlan, an “Indemnitor”) shall subject to the occurrence of the Effective Date, the existing obligations of the Debtors to indemnify, defend and hold the other Party and its respective officersdefend, directorsreimburse, membersexculpate, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ advance fees and expenses to, or limit the liability of directors, officers or employees as of the Petition Date who were directors, officers or employees of any of the Debtors or any of the Debtors’ non-Debtor subsidiaries at any time after the Petition Date, solely in their capacity as such (collectivelywhether or not also an officer, “Losses”director or employee of Novelion), against any Causes of Action, remain unaffected thereby after the Effective Date and are not discharged. On and after the Effective Date, none of the Reorganized Debtors shall terminate or otherwise reduce the coverage under any directors’ and officers’ insurance policies in effect on the Petition Date, and all directors and officers of the Debtors, regardless of whether such person was a director or officer of the Debtors as of the Petition Date, shall be entitled to the full benefits of any such policy (to the extent such director or officer is entitled to any benefits thereunder) imposed uponfor the full term of such policy, incurred by but solely to the extent, and as provided in, each such policy, regardless of whether such directors and/or officers remain in such positions after the Effective Date. For the avoidance of doubt, all obligations of the Debtors to indemnify, defend, reimburse, exculpate, advance fees and expenses to, or asserted limit the liability of former directors, officers or employees who were not directors, officers or employees of any of the Debtors or any of the Debtors’ non-Debtor subsidiaries at any time after the Petition Date, against the person seeking indemnification that are caused byany Causes of Action, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses classified as Other General Unsecured Claims and shall be reduced by all amounts actually recovered by discharged on the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountEffective Date.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, a. Each of Seller and Guarantor agrees to hold Buyer and each of the Parties its respective Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”"Indemnified Party") harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of actionjudgments, costs and expensesexpenses (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the Indemnified Party's gross negligence or willful misconduct. Each of Seller and Guarantor also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction is made by Seller other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 16 or for any other reason, Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for any losses, costs or expenses that it may reasonably incur as of a result of such payment. c. Without limiting the provisions of Section 30(a) hereof, if Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, attorneys’ fees and expenses (collectivelyof counsel and indemnities, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or such amount may be paid on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced Seller by all amounts actually recovered by the Indemnitee from third partiesBuyer, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountits sole discretion.

Indemnification Obligations. To the furthest extent not otherwise provided for in the Service Agreementsallowable by law, each of the Parties (each, an “Indemnitor”) CSO shall indemnify, defend and hold the other Party Lender and its partners and affiliates and their respective directors, officers, directorsemployees, membersshareholders, managers lenders, partners and employees agents (eachherein, an the “IndemniteeLender Indemnified Parties”) harmless from and against any and all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expensesdemands, liabilities, losses, penalties, fines, judgments, damages or expenses (including, without limitation, attorneys’ legal fees, fines, court costs, accounting fees and expenses class action costs) (collectively, collectively “LossesDamages”) imposed uponwhether based on contract, incurred tort, common law, equity, or statute (each, a “Claim”), asserted by or asserted against the on behalf of any Applicant, Borrower, Regulatory Authority, or other person seeking indemnification that are caused by, are attributable or entity relating to, result from arising or arise alleged to have arisen in whole or in part out of or in consequence of all of the following: (i) any breach by CSO of its obligations under this Agreement or the inaccuracy of any warranty or representation of CSO set forth in this Agreement; (ii) any act or omission (whether one or more) of any Third-Party Service Provider retained by CSO, the inaccuracy of any warranty or representation made for the benefit of Lender by any Third-Party Service Provider retained by CSO, or the breach of this Agreement any obligation owed to Lender by any Third-Party Service Provider retained by CSO; (iii) any claim or determination that the Indemnitor Loans or the negligence or willful misconduct activities of the Indemnitor, parties hereunder are illegal under or prohibited by any of the Rules and any other claim asserted by or on behalf of any officersApplicants, directorsBorrowers or Regulatory Authority with respect to the Loans; (iv) any examination, membersinvestigation or audit conducted by a Regulatory Authority; (v) any actual or alleged injury to any Applicant, managersBorrower and/or actual or prospective customer of CSO or to any employee of CSO actually caused or alleged to have been caused in whole or in part by CSO or any of its employees, agents or representatives; (vi) any transaction (whether one or more) arising out of, relating to, and/or pursuant to this Agreement; (vii) any claim by a Borrower relating to the documentation of a Loan by CSO or Lender and/or (viii) any act or omission (whether one or more) of CSO, and/or its employees, agents, contractors representatives and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor Third-Party service providers in connection with providing such their performance or lack of performance of any duty or activity contemplated by this Agreement. The obligation under this Section 19(a) shall include payment of all reasonable and necessary counsel fees and expert fees. THE OBLIGATIONS OF CSO TO INDEMNIFY AND DEFEND INDEMNIFIED PARTIES UNDER THIS SECTION 19(a) SHALL EXTEND WITHOUT LIMITATION TO CLAIMS THAT ALLEGE THE NEGLIGENCE, GROSS NEGLIGENCE, AND/OR INTENTIONAL ACTS OF LENDER, EXCEPT THAT CSO SHALL HAVE NO INDEMNIFICATION OBLIGATION CAUSED BY LENDER’S GROSS NEGLIGENCE AND/OR INTENTIONAL TORTS, EXCEPT TO THE EXTENT SUCH GROSS NEGLIGENCE OR INTENTIONAL TORT ARISES FROM ACTIONS REASONABLY REQUIRED TO PERFORM LENDER OBLIGATIONS UNDER THIS AGREEMENT. Additionally, CSO’s indemnification obligations under this Section 19(a) shall include the payment up of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to CSO’s reimbursement rights under Section 19(c) below. Except as otherwise provided in this Section 19(a), the obligations of CSO to defend, indemnify and hold Lender Indemnified Parties harmless under this Section 19(a) shall extend without limitation to the amount received by the Indemniteeactual or alleged omissions, net negligence, gross negligence, and intentional acts of any expenses incurred by such Indemnitee in collecting such amountLender, including Lender’s sole or concurrent negligence. NOTHING CONTAINED HEREIN SHALL REQUIRE CSO TO DEFEND, INDEMNIFY OR HOLD LENDER INDEMNIFIED PARTIES HARMLESS FROM LENDER’S BREACH OF THIS AGREEMENT.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, The Company agrees that it shall fully indemnify each Noteholder and each and every other person by reason of the Parties fact that such person is or was a director, officer, employee, agent, shareholder, counsel, financial advisor or other authorized representative of any of the foregoing (eachall of the foregoing Noteholders and other persons above, an the “IndemnitorIndemnitees”) shall indemnifyagainst any claims, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligationsactions, claims, lossessuits, damages, penaltiesfines, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and judgments or expenses (collectivelyincluding reasonable attorney’s fees), “Losses”) imposed upon, incurred by brought or asserted against by anyone (other than the person seeking indemnification that are caused byCompany, are attributable to, result from the Indemnitees or arise out any entity to whom any of the breach Indemnitees owe a fiduciary obligation with respect to asserted violations of this Agreement or any other agreement with the Company entered into by such Indemnitee in connection with the Indemnitor Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Restructuring, provided, however, that this indemnity shall not extend to any claims asserted by any Noteholder against any other Indemnitee, and provided, further, that the foregoing indemnification shall not apply to any tax liabilities that result solely from the conversion of such Noteholders’ Notes into the equity of the Company as set forth in the Restructuring Term Sheet and any liabilities to the extent arising solely from the gross negligence or willful misconduct of any Indemnitee as determined by a final judgment of a court of competent jurisdiction. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the IndemnitorCompany, the Indemnitee shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless and until (a) the Company has agreed to pay the fees and expenses of such counsel, or (b) the Company shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the Indemnitee in any officerssuch claim, directorsaction or proceeding or (c) the named parties to any such claim, membersaction or proceeding (including any impleaded parties) include both the Indemnitee and the Company, managersand the Indemnitee reasonably believes based upon written advice of counsel that the joint representation of the Company and the Indemnitee will result in a conflict of interest (in which case, employeesif the Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, agents, contractors and/or subcontractors acting for the Company shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount).

Indemnification Obligations. To the extent not otherwise provided for in the Service AgreementsNotwithstanding any other provision of this Agreement, each of the Parties party (each, an “Indemnitor”"INDEMNIFYING PARTY") shall defend, indemnify, defend save and hold keep harmless the other Partners, the Partnership and their respective successors and permitted assigns (collectively, the "INDEMNIFIED PARTIES") against and from any and all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of: (a) any breach of any representation or warranty made by the Indemnifying Party and in this Agreement or in any closing document delivered to the Indemnified Parties in connection with this Agreement; (b) any breach by the Indemnifying Party of, or failure by the Indemnifying Party to comply with, any of its respective officers, directors, members, managers and employees covenants or obligations under this Agreement (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses their obligations under this Article XII); or (collectively, “Losses”c) imposed upon, incurred by any indemnification obligation of such party or asserted against any affiliate thereof arising under the person seeking indemnification that are caused by, are attributable to, result from or arise out provisions of Article XI of the Contribution Agreement. In no event, however, shall any party be liable to indemnify the other parties with respect to any breach of which such other Partner(s) had actual knowledge prior to the Closing. Any indemnification obligation arising under this Article XII and/or Article X of the Contribution Agreement shall be discharged by a capital contribution by the Indemnitor Partner owing such obligation to the Partnership in the amount of the Damages relating thereto. Any payment by the Partnership of Damages to which an indemnification obligation relates shall be charged as a distribution to the Indemnifying Partner and taken into account for purposes of current and future distributions made by the Partnership pursuant to Section 5.1. In addition, no item of Partnership property shall be revalued to reflect such indemnification payment. From the date of determination of such obligation (which shall be the date agreed by the parties or the negligence date of a final binding determination by a mediator or willful misconduct the date of a final, non-appealable determination by a court of competent jurisdiction, as applicable) and until such obligation (and all accrued interest, if any, with respect thereto) has been paid in full in cash or other immediately available funds, all cash distributions to which a Partner shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof, shall instead be retained by the Partnership and credited to the discharge of such obligations and accrued interest. Any amounts so retained shall be treated as distributed to such Partners and, first paid to the Partnership in the amount of the Indemnitoraccrued interest and, or of any officerssecond, directorswith respect to the remainder thereof, members, managers, employees, agents, contractors and/or subcontractors acting for or contributed to the Partnership as an Additional Capital Contribution on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to Partner owing such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountobligation.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each Each of the Parties Company and FCI agrees, on a joint and several basis, that it shall fully indemnify (eachi) each Consenting Debentureholder and (ii) each and every other person by reason of the fact that such person is or was a director, an “Indemnitor”) shall indemnifyofficer, defend and hold the other Party and its respective officersemployee, directorsagent, membersshareholder, managers and employees professional (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ ▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger) or other authorized representative of the Consenting Debentureholder (all the foregoing persons, together with the Consenting Debentureholders, the "Indemnitees") against any claims, liabilities, actions, suits, damages, fines, judgments or expenses (including reasonable attorney's fees), brought or asserted by anyone (other than the Company or FCI or any successor with respect to asserted violations of this Agreement) arising during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Financial Restructuring, including the Prepackaged Plan and the transactions contemplated thereby; PROVIDED, HOWEVER, that this indemnity shall not extend to any claims asserted by the Consenting Debentureholder against any other Indemnitee, and PROVIDED, FURTHER, that the foregoing indemnification shall not apply to any liabilities arising from the gross negligence or wilful misconduct of any Indemnitee. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the Company or FCI, the Indemnitee shall promptly notify the Company or FCI in writing, and the Company or FCI shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against of such counsel shall be at the person seeking indemnification that are caused by, are attributable to, result from or arise out expense of the breach Indemnitee unless (a) the Company or FCI has agreed to pay the fees and expenses of this Agreement by such counsel, or (b) the Indemnitor Company or FCI shall have failed promptly to assume the negligence defense of such claim, action or willful misconduct proceeding and employ counsel reasonably satisfactory to the Indemnitee in any such claim, action or proceeding, or (c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and the Company or FCI, and the Indemnitee believes, in the exercise of its business judgment and in the opinion of its legal counsel, reasonably satisfactory to the Company or FCI, that the joint representation of the IndemnitorCompany or FCI and the Indemnitee will likely result in a conflict of interest (in which case, if the Indemnitee notifies the Company or FCI in writing that it elects to employ separate counsel at the expense of any officersthe Company or FCI, directors, members, managers, employees, agents, contractors and/or subcontractors acting for the Company or FCI shall not have the right to assume the defense of such action or proceeding on behalf of the IndemnitorIndemnitee). Any indemnification obligation pursuant to this Article 6 In addition, the Company or FCI shall not effect any settlement or release from liability in connection with respect to any particular Losses shall be reduced by all amounts actually recovered by matter for which the Indemnitee would have the right to indemnification from third partiesthe Company or FCI, unless such settlement contains a full and unconditional release of the Indemnitee, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights a release of the Indemnitee against any third party reasonably satisfactory in respect of the Losses to which such payment relates, form and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up substance to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each With respect to any obligation of the Parties Parent or any of its Subsidiaries (each, an a “IndemnitorParent Company” and collectively, the “Parent Companies”) shall to indemnify, defend and and/or hold harmless, or advance expenses to, any of the other Party and its respective officersBoard Designees for any Adverse Consequences arising out of or with respect to current, directors, members, managers and employees future or prior service on the Board of Directors (each, an “Indemnitee”), Parent hereby acknowledges and agrees that (a) harmless from such Parent Company is the indemnitor of first resort; (b) the obligations of such Parent Company to each Indemnitee are primary, and against all liabilitiesany obligations of Stockholder, obligations, claims, losses, damages, penalties, deficiencies, causes any Affiliate of action, costs and expenses, including, without limitation, attorneys’ fees and Stockholder or any Fund to provide advancement of expenses (collectively, “Losses”) imposed upon, or indemnification for any Adverse Consequences incurred by an Indemnitee and for which any Parent Company has agreed (or asserted against the person seeking indemnification that is otherwise obligated) to indemnify Indemnitee (whether under any Organizational Document or any other agreement or document) are caused bysecondary, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitorand (c) if Stockholder, or any Affiliate of Stockholder, Fund or other Indemnitee, is obligated to pay, or pays, or causes to be paid for any officersreason, directors, members, managers, employees, agents, contractors and/or subcontractors acting for any expense or Adverse Consequences which any Parent Company is otherwise obligated (whether under any Organizational Document or any other agreement or document) to pay to or on behalf of Indemnitee, then (x) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses case may be, shall be reduced by fully subrogated to and otherwise succeed to all amounts actually recovered by the rights of Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment payment, including with respect to any rights to claim such amounts from such Parent Company; and (y) as applicable, Parent shall, or shall cause such other Parent Company to be obligated to, reimburse, indemnify and hold harmless (or cause one or more other Parent Companies to reimburse, indemnify and hold harmless) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the Indemnitor case may be, for all such payments actually made by such entity or person on behalf of or for the benefit of Indemnitee. For purposes of this Agreement, “Fund” shall be subrogated to all rights mean any investment fund formed or managed by Kohlberg & Company, L.L.C. or any of its Affiliates or for which Kohlberg & Company, L.L.C. or any of its Affiliates serves as an investment adviser including Stockholder and its parallel funds and alternative vehicles, and any other partnership, limited liability company or other legal entity that is an Affiliate of any of the Indemnitee against foregoing which directly or indirectly owns equity securities of Parent or any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountother Parent Company.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party PSC and its Affiliates jointly and severally agree to fully indemnify each Consenting Lender, the Administrative Agent, the Other Agents, and their respective officersAffiliates, directors, membersofficers, managers and employees employees, agents or representatives including counsel (eachcollectively, an “Indemnitee”the "Indemnitees") harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficienciesany manner of actions, causes of action, suits, proceedings, liabilities and claims of any nature, costs or expenses (including reasonable legal fees) which may be incurred by such Indemnitee or asserted against such Indemnitee arising out of or during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Plan, other than any liabilities to the extent arising from the gross negligence or wilful or intentional misconduct of any Indemnitee as determined by a final judgment of a court of competent jurisdiction. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from PSC, the Indemnitee shall promptly notify PSC in writing, and PSC may assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all costs and expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, includingaction or proceeding and to consult with PSC in the defense thereof, without limitation, attorneys’ and the fees and expenses of such counsel shall be at the expense of PSC unless and until PSC shall have assumed the defense of such claim, action or proceeding. If the named parties to any such claim, action or proceeding (collectivelyincluding any impleaded parties) include both the Indemnitee and PSC, “Losses”) imposed uponand the Indemnitee reasonably believes that the joint representation of PSC and the Indemnitee may result in a conflict of interest the Indemnitee may notify PSC in writing that it elects to employ separate counsel at the expense of PSC, incurred by and PSC shall not have the right to assume the defense of such action or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or proceeding on behalf of the IndemnitorIndemnitee. Any indemnification obligation pursuant to this Article 6 In addition, PSC shall not effect any settlement or release from liability in connection with respect to any particular Losses shall be reduced by all amounts actually recovered by matter for which the Indemnitee JUNE 21 AMENDMENT TO LOCKUP AGREEMENT would have the right to indemnification from third partiesPSC, unless such settlement contains a full and unconditional release of the Indemnitee, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights a release of the Indemnitee against any third party satisfactory in respect of the Losses to which such payment relates, form and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up substance to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To the extent not otherwise provided for in the Service AgreementsNotwithstanding any other provision of this Agreement, each of the Parties party (each, an “IndemnitorIndemnifying Party”) shall defend, indemnify, defend save and hold keep harmless the other Party Partners, the Partnership and its their respective officerssuccessors and permitted assigns (collectively, directors, members, managers and employees (each, an the “IndemniteeIndemnified Parties”) harmless against and from any and against all liabilitiesDamages sustained or incurred by any of them resulting from or arising out of or by virtue of: (a) any breach of any representation or warranty made by the Indemnifying Party in this Agreement or in any closing document delivered to the Indemnified Parties in connection with this Agreement; (b) any breach by the Indemnifying Party of, obligationsor failure by the Indemnifying Party to comply with, claims, losses, damages, penalties, deficiencies, causes any of action, costs and expenses, its covenants or obligations under this Agreement (including, without limitation, attorneys’ fees and expenses their obligations under this Article XII); or, (collectively, “Losses”c) imposed upon, incurred by any indemnification obligation of such party or asserted against any affiliate thereof arising under the person seeking indemnification that are caused by, are attributable to, result from or arise out provisions of Article XI of the Contribution Agreement. In no event, however, shall any party be liable to indemnify the other parties with respect to any breach of this Agreement by which such other Partner(s) had actual knowledge prior to the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the IndemnitorClosing. Any indemnification obligation arising under this Article XII and/or Article X of the Contribution Agreement shall be discharged by a capital contribution by the Partner owing such obligation to the Partnership in the amount of the Damages relating thereto. Any payment by the Partnership of Damages to which an indemnification obligation relates shall be charged as a distribution to the Indemnifying Partner and taken into account for purposes of current and future distributions made by the Partnership pursuant to this Article 6 with respect to any particular Losses Section 5.1. In addition, no item of Partnership property shall be reduced by all amounts actually recovered revalued to reflect such indemnification payment. From the date of determination of such obligation (which shall be the date agreed by the Indemnitee from third partiesparties or the date of a final binding determination by a mediator or the date of a final, or from applicable insurance coveragenon-appealable determination by a court of competent jurisdiction, as applicable) and until such obligation (and all accrued interest, if any, with respect thereto) has been paid in full in cash or other immediately available funds, all cash distributions to such Losses. Upon making any payment which a Partner shall otherwise be entitled to any Indemniteereceive pursuant to Section 5.1(a) hereof, shall instead be retained by the Indemnitor shall be subrogated Partnership and credited to all rights the discharge of the Indemnitee against any third party obligation to make such capital contribution and to pay accrued but unpaid interest as provided in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountSection 3.1(c) hereof.

Indemnification Obligations. To Subject to the extent limitations and conditions set forth in this Article VII: (a) Sellers shall severally and not otherwise provided for jointly indemnify, defend and hold harmless the Company Issuer, the Highstar Entities, and their Affiliates and their respective successors and assigns (collectively with the Company Issuer, the Highstar Entities and their Affiliates (and with respect to the Highstar Entities, their direct and indirect owners), the “Issuer Indemnitees”) from and against any and all claims, actions, causes of action, demands or suits by any Person, and all losses, liabilities, damages, obligations, payments, assessments, judgments, penalties, costs and expenses (including reasonable legal fees and expenses and including costs and expenses incurred in the Service Agreements, each of the Parties connection with investigations and settlement proceedings) (each, an “IndemnitorIndemnifiable Loss”), as incurred, asserted against or suffered by any Issuer Indemnitee relating to, resulting from or arising out of any breach by Sellers of: (i) any representation or warranty set forth in Article IV; (ii) any covenant or agreement of Sellers contained in this Agreement; and (iii) any and all Indemnifiable Losses attributable to, resulting from or arising out of the Retained Liabilities. For purposes of whether indemnification is payable under this Section 7.2(a), such representations and warranties shall be qualified by the references to materiality contained in such representations and warranties (i.e., such qualifications shall be considered in determining whether a breach has occurred), but with respect to the amount of indemnification payable and the limitations set forth in Section 7.3, such representations and warranties shall be without qualification to any references in such representations and warranties to materiality (i.e., once a breach has been determined, such references to materiality shall be disregarded in calculating the damages resulting from such breach and the amounts to be considered in determining whether the threshold amounts and dollar levels set forth in Section 7.3 have been exceeded). Without limiting the generality of the foregoing, Sellers will be liable for their indemnification obligations, as set forth herein, regardless of whether any individual Seller made or did not make a particular representation or warranty in this Agreement. Each Seller is liable for any indemnification obligations relating to representations made with respect to, or covenants to be performed by, such Seller. In addition, Kealine and Primoris are each liable for 50.0% of any indemnification obligations relating to representations made with respect to, or covenants to be performed by, Contributor, any of its Subsidiaries, Pittsburg LLC or the Business. (b) The Highstar Entities shall jointly and severally indemnify, defend and hold harmless Sellers and their Affiliates and respective successors and assigns (the “Contributor Indemnitees”) from and against any and all Indemnifiable Losses, as incurred, asserted against or suffered by any Contributor Indemnitee relating to, resulting from or arising out of any breach by the Company Issuer or the Highstar Entities of: (i) any representation or warranty set forth in Article V; or (ii) any covenant or agreement of the Company Issuer or the Highstar Entities contained in this Agreement; provided, however, that for purposes of whether indemnification is payable under this Section 7.2(b), such representations and warranties shall be qualified by the references to materiality contained in such representations and warranties (i.e., such qualifications shall be considered in determining whether a breach has occurred), but with respect to the amount of indemnification payable and the limitations set forth in Section 7.3, such representations and warranties shall be without qualification to any references in such representations and warranties to materiality (i.e., once a breach has been determined, such references to materiality shall be disregarded in calculating the damages resulting from such breach and the amounts to be considered in determining whether the threshold amounts and dollar levels set forth in Section 7.3 have been exceeded). (c) The Company Issuer shall indemnify, defend and hold harmless the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless Contributor Indemnitees from and against any and all liabilitiesIndemnifiable Losses, obligationsas incurred, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable or suffered by any Contributor Indemnitee relating to, result resulting from or arise arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct any of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountAssumed Liabilities.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each of the Parties (each, an “Indemnitor”a) Seller and Seller's Shareholder shall indemnify, defend jointly and severally indemnify Purchaser and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) Purchaser harmless from and against any and all liabilitiesAdverse Consequences arising out of, obligationsresulting from, claimsrelating to, lossesin the nature of or caused by: (i) Any breach or inaccuracy of any representation, damageswarranty, penaltiescovenant or agreement made by Seller and/or Seller's Shareholder in this Agreement or in any agreement, certificate, instrument or other document delivered by Seller and/or Seller's Shareholder in connection with the Closing; (ii) The ownership or operation of the Purchased Assets or the Election Business prior to the Effective Date (except to the extent included in the Assumed Liabilities); (iii) The Retained Liabilities; (iv) Any and all Taxes with respect to all past fiscal years of Seller and the period ending on the Effective Date and all deficiencies, causes of actioninterest or penalties in connection therewith that may at any time be asserted or assessed against Seller or Purchaser as transferee or otherwise, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against to any Authority. (v) Any Liability or other obligation to the person seeking indemnification that are caused by, are attributable to, result from or arise out Employees of Seller with respect to any of the breach Employee Benefit Plan of this Agreement Seller or Seller's Shareholder; (vi) Any (A) investigation and clean-up arising from a release or threatened release of hazardous substances on, in or about the Owned Real Property or Leased Real Property by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of Seller or any third party prior to the Indemnitor. Any Effective Date, (B) investigation, preparing, prosecuting or defending any litigation or proceeding, commenced or threatened, relating to violations (and remediation and the abatement of violation) of any Environmental Law by Seller or any third party prior to the Effective Date; and (C) the correction of any condition which constitutes a violation of any Environmental Law by Seller or any third party occurring prior to the Effective Date. (vii) All matters disclosed or which should be disclosed on Schedule 3.9. (viii) Subject to Section 8.3(e), the failure to obtain any consent to assignment by Seller to Purchaser of any Contract (other than the leases listed in Schedule 2.1(g)); provided, that the Purchaser shall not be entitled to indemnification obligation pursuant to under this Article 6 Section 8.2(a)(viii) with respect to any particular Losses shall be reduced Contract if the Adverse Consequences suffered by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, Purchaser with respect to such Losses. Upon making Contract do not exceed $100,000.00 unless and then only to the extent the aggregated Adverse Consequences with respect to all such Contracts having Adverse Consequences that are less than $100,000.00 exceeds $100,000.00 in total; provided further, that the Liability of Seller and Seller's Shareholder under this Section 8.2(a)(viii) shall be limited to two-thirds of any payment Adverse Consequences to which this Section applies. (ix) The failure to obtain any consent to assignment by Seller to Purchaser of the leases for the production facilities located in Addison, Texas and Birmingham, Alabama as described on Schedule 2.1(g); provided that the Liability of Seller and Seller's Shareholder under this Section 8.2(a)(ix) shall be limited to eighty percent (80%) of any Adverse Consequences to which this Section applies. (b) Purchaser shall indemnify Seller and Seller's Shareholder and hold each harmless from and against any and all Adverse Consequences arising out of, resulting from, relating to, in the nature of or caused by: (i) Any breach or inaccuracy of any representation, warranty, covenant or agreement made by Purchaser in this Agreement or in any agreement, certificate, instrument or other document delivered by Purchaser in connection with the Closing; (ii) The ownership or operation of the Purchased Assets, the Election Business and Seller's business on or after the Effective Date (except to the extent included in the Retained Liabilities); (iii) The Assumed Liabilities; (iv) Any and all Taxes of Purchaser and Purchaser's business and all deficiencies, interest or penalties in connection therewith that may at any time be asserted or assessed against Purchaser by or to any IndemniteeAuthority (except to the extent included in the Retained Liabilities); (v) Any Liabilities associated with the Restricted Interests or any transaction contemplated between Purchaser, the Indemnitor shall be subrogated Sequoia and Seller, or any of them in connection therewith as provided in Section 2.4(e); (vi) All Liabilities of Purchaser arising from or related to all rights any transaction between Purchaser and any of the Indemnitee against Employees, or any matter relating to any offer of employment by Purchaser to any of the Employees; and (vii) Any (A) investigation and clean-up arising from a release or threatened release of hazardous substances on, in or about any real property owned or leased by or on behalf of Purchaser prior to the Effective Date, (B) investigation, preparing, prosecuting or defending any litigation or proceeding, commenced or threatened, relating to violations (and remediation and the abatement of violation) of any Environmental Law by Purchaser or any third party in respect prior to the Effective Date; and (C) the correction of the Losses to any condition which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives constitutes a violation of any amounts from Environmental Law by Purchaser or any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up occurring prior to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountEffective Date.

Indemnification Obligations. To In connection with any registration of the extent not otherwise provided for in the Service AgreementsRegistrable Securities under this Agreement, (i) Katy shall indemnify and hold harmless each of the Parties (eachHolders, an “Indemnitor”) shall indemnifyand each underwriter for such Holder, defend and hold including but not limited to each Person, if any, who controls a Holder within the other Party and its respective officersmeaning of Section 15 of the Act, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligationslosses, claims, damages, liabilities and expenses (including but not limited to reasonable expenses incurred in investigating, preparing and defending against any claim) to which a Holder, underwriter or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as the same arise out of or are based upon or are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if Katy shall have furnished any amendments or supplements thereto) furnished pursuant to this Agreement or insofar as the same arise out of or are based upon or are caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and liabilities or expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise ultimately determined to have arisen out of the breach of this Agreement or were based upon or were caused by the Indemnitor any untrue statement or the negligence alleged untrue statement or willful misconduct of the Indemnitor, omission or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for alleged omission based upon written information furnished to Katy by or on behalf of any Holder or any such control person for inclusion in any Registration Statement or Prospectus (and any amendments or supplements thereto), and (ii) the Indemnitor. Any indemnification obligation Participating Holders jointly and severally, shall indemnify Katy, its affiliates, any person who signed any Registration Statement, and their respective officers, directors and control persons against all such losses, claims, damages, liabilities and expenses (including but not limited to reasonable expenses incurred in investigating, preparing and defending against any claim) insofar as the same are ultimately determined to have arisen out of or were based upon or were caused by any such untrue statement or alleged untrue statement or any such omission or alleged omission based upon written information furnished to Katy by or on behalf of any Holder, underwriter or any such control person for the inclusion in any Registration Statement or Prospectus (and any amendments or supplements thereto); provided, however, that the liability of the Participating Holders under this Section 3.1 shall be limited to the net proceeds actually received by such Holders pursuant to a Prospectus included in a Registration Statement under this Article 6 with respect to any particular Losses Agreement. In the event that it shall have been finally determined by a court of competent jurisdiction that a party which has received payments hereunder is not entitled thereto, such payments shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up refunded to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountpayor.

Indemnification Obligations. To 10.20.1 The indemnification obligations under this Agreement shall be subject to the extent not otherwise provided for in following provisions: The party seeking indemnification (“Indemnitee”) shall notify the Service Agreements, each of the Parties other party (each, an “Indemnitor”) of any claim against Indemnitee within fifteen (15) days after it has notice of such claim, but failure to notify Indemnitor shall indemnifyin no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), defend within fifteen (15) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may settle such claim, and hold recover from Indemnitor the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes amount of action, such settlement consideration together with the costs and expensesexpenses of Indemnitee, including, without limitation, including reasonable attorneys’ fees, related to any actions, suits or judgments incident to such claim to the extent covered by such indemnities, and incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses such counsel shall be reduced at the expense of Indemnitee unless: (i) the employment of such counsel shall have been authorized in writing by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing the defense of such indemnification payment up action, which authorization shall not be unreasonably withheld by Indemnitor, or (ii) Indemnitor shall not have employed counsel to direct the defense of such action (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in either event such fees and expenses shall be borne by Indemnitor to the amount received extent that such fees and expenses are reasonably incurred in connection with a claim covered by the indemnities hereunder. Additionally, at any time Indemnitee determines (a) that counsel selected by Indemnitor and accepted by Indemnitee is not defending any claim in a professional manner, in accordance with the highest standards of legal ethics and utilizing the skills and professional judgment which are customarily employed in the San Francisco area by legal counsel who are experienced and expert in the defense of matters similar to such claims, (b) that that there may be legal defenses available to him, her or it that are different from or in addition to those available to any person being concurrently represented by such counsel selected by Indemnitor and accepted by Indemnitee, net (c) that such counsel selected by Indemnitor and accepted by Indemnitee has a conflict of interest that any Indemnitee should not waive, or (d) there is a conflict of interest that should be waived and either Indemnitor or such counsel is not willing to execute a conflict waiver in form and substance reasonably satisfactory to Indemnitee, then Indemnitee may notify Indemnitor and such counsel of such fact. If the performance of such counsel does not immediately (within 10 days after such notice) conform to all of the above standards (with respect to subparagraph (a)), or if the perceived defense or conflict of interest issue is not immediately (within 10 days after such notice) resolved to the satisfaction of counsel and Indemnitee (with respect to subparagraphs (b) (c) and (d)), then within 10 days thereafter Indemnitee may (x) engage new legal counsel (reasonably acceptable to Indemnitor) to undertake defense of any claims, and (y) cause such new legal counsel to notify Indemnitor that it has been so engaged and that it has read and agrees to abide by the provisions of this Agreement, in which event such fees and expenses of the new legal counsel shall be borne by Indemnitor to the extent that such fees and expenses are reasonably incurred in connection with a claim covered by such the indemnities hereunder. The indemnification obligations of Indemnitor under this Agreement shall also benefit any present or future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant or agent of or in Indemnitee or any entity now or hereafter having a direct or indirect ownership interest in collecting such amountIndemnitee.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, Merisel agrees that it shall fully indemnify each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party Consenting Noteholder and its respective directors, officers, directorsemployees, membersagents, managers and employees representatives (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and Company) (all the foregoing persons, together with the Consenting Noteholders, the "Indemnitees") against any claims, liabilities, actions, suits, damages, fines, judgments or expenses (collectivelyincluding reasonable attorneys' fees), “Losses”) imposed upon, incurred by brought or asserted against by anyone (other than Merisel or any successor thereto with respect to asserted violations of this Agreement) arising during the person seeking indemnification that are caused bycourse of, are attributable or otherwise in connection with or in any way related to, result from or arise out the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the breach of this Agreement by Financial Restructuring, including the Indemnitor Exchange Offer/Consent Solicitation or the Prepackaged Plan, as the case may be, and the transactions contemplated hereby and thereby; provided, however, that this indemnity shall not extend to any claims asserted by a Consenting Noteholder against any other Indemnitee, and provided, further, that the foregoing indemnification shall not apply to any liabilities arising from the gross negligence or willful misconduct of any Indemnitee. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from Merisel, the IndemnitorIndemnitee shall promptly notify Merisel in writing, and Merisel shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (a) Merisel has agreed to pay the fees and expenses of such counsel, or (b) Merisel shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the Indemnitee in any officerssuch claim, directorsaction or proceeding, membersor (c) the named parties to any such claim, managersaction or proceeding (including any impleaded parties) include both the Indemnitee and Merisel, employeesand the Indemnitee believes in the exercise of its business judgment and in the opinion of its legal counsel that the joint representation of Merisel and the Indemnitee will likely result in a conflict of interest (in which case, agentsif the Indemnitee notifies Merisel in writing that it elects to employ separate counsel at the expense of Merisel, contractors and/or subcontractors acting for Merisel shall not have the right to assume the defense of such action or proceeding on behalf of the IndemnitorIndemnitee). Any indemnification obligation pursuant to this Article 6 In addition, Merisel shall not effect any settlement or release from liability in connection with respect to any particular Losses shall be reduced by all amounts actually recovered by matter for which the Indemnitee would have the right to indemnification from third partiesMerisel, or from applicable insurance coverage, with respect to unless such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights settlement contains a full and unconditional release of the Indemnitee against any third party in respect or a release of the Losses to which such payment relates, Indemnitee reasonably satisfactory in form and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up substance to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To The Company and the extent not otherwise provided for in other Debtors (the Service Agreements“Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each of the Parties Backstop Party, its Affiliates, shareholders, members, partners and other equity holders, general partners, managers, directors and its and their respective Representatives, agents and controlling persons (each, an “IndemnitorIndemnified Person”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against any and all liabilities, obligationslosses, claims, losses, damages, penalties, deficiencies, causes of action, liabilities and costs and expensesexpenses (including Taxes imposed by any Chilean Governmental Entity but excluding (i) Excluded Taxes and (ii) Taxes imposed by any non-Chilean Governmental Entity) arising out of a claim asserted by a third party, including, without limitation, attorneys’ fees and expenses any Debtor or any other Person (collectively, “Losses”) imposed upon), incurred by that any such Indemnified Person may incur or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise to which any such Indemnified Person may become subject arising out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Offerings, the payment of the Expense Reimbursement or the use of the proceeds of the Offerings or the Backstop Commitments, or any breach by the Debtors of this Agreement, (including the use of proceeds thereof) or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, and reimburse each Indemnified Person upon demand for reasonable and documented (subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing such evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification payment up obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party and its Related Parties to the amount received extent caused by the Indemnitee, net of any expenses incurred a Backstop Party Default by such Indemnitee in collecting Backstop Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such amountIndemnified Person. The Indemnifying Parties shall indemnify such Losses on an after Tax basis (taking into account any deductions, credits or other Tax benefits related to the relevant Loss).

Indemnification Obligations. To The indemnification obligations under this Agreement shall be subject to the extent not otherwise provided for in following provisions: The party seeking indemnification (“Indemnities”) shall notify the Service Agreements, each of the Parties other party (each, an “Indemnitor”) of any claim against Indemnities within fifteen (15) Business Days after it has notice of such claim, but failure to notify Indemnitor shall indemnifyin no case prejudice the rights of Indemnities under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnities against such liability (with counsel approved by Indemnities), defend within fifteen (15) Business Days after Indemnities gives Indemnitor written notice of the same, then Indemnities may settle such claim, and hold recover from Indemnitor the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes amount of action, such settlement consideration together with the costs and expensesexpenses of Indemnities, including, without limitation, including reasonable attorneys’ fees, related to any actions, suits or judgments incident to such claim to the extent covered by such indemnities, and incurred by Indemnities in effecting such settlement. Indemnities shall have the right to employ its own counsel in any such case, but the fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses such counsel shall be reduced at the expense of Indemnities unless: (i) the employment of such counsel shall have been authorized in writing by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing the defense of such indemnification payment up action, which authorization shall not be unreasonably withheld by Indemnitor, or (ii) Indemnitor shall not have employed counsel to direct the defense of such action (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnities), in either event such fees and expenses shall be borne by Indemnitor to the amount received extent that such fees and expenses are reasonably incurred in connection with a claim covered by the Indemniteeindemnities hereunder. Additionally, net at any time Indemnities determines (a) that counsel selected by Indemnitor and accepted by Indemnities is not defending any claim in a professional manner, in accordance with the highest standards of legal ethics and utilizing the skills and professional judgment which are customarily employed in the San Francisco area by legal counsel who are experienced and expert in the defense of matters similar to such claims, (b) that there may be legal defenses available to him, her or it that are different from or in addition to those available to any person being concurrently represented by such counsel selected by Indemnitor and accepted by Indemnities, (c) that such counsel selected by Indemnitor and accepted by Indemnities has a conflict of interest that any indemnitee should not waive, or (d) there is a conflict of interest that should be waived and either Indemnitor or such counsel is not willing to execute a conflict waiver in form and substance reasonably satisfactory to Indemnities, then Indemnities may notify Indemnitor and such counsel of such fact. If the performance of such counsel does not immediately (within 10 days after such notice) conform to all of the above standards (with respect to subparagraph (a)), or if the perceived defense or conflict of interest issue is not immediately (within 10 days after such notice) resolved to the satisfaction of counsel and Indemnities (with respect to subparagraphs (b) (c) and (d)), then within 10 days thereafter Indemnities may (x) engage new legal counsel (reasonably acceptable to Indemnitor) to undertake defense of any claims, and (y) cause such new legal counsel to notify Indemnitor that it has been so engaged and that it has read and agrees to abide by the provisions of this Agreement, in which event such fees and expenses of the new legal counsel shall be borne by Indemnitor to the extent that such fees and expenses are reasonably incurred in connection with a claim covered by such Indemnitee the indemnities hereunder. The indemnification obligations of Indemnitor under this Agreement shall also benefit any present or future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant or agent of or in collecting such amountIndemnities or any entity now or hereafter having a direct or indirect ownership interest in Indemnities.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each Each of the Parties (each, an “Indemnitor”") shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”") harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”") imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To 8.1 Each party (the extent not otherwise provided for in the Service Agreements, each of the Parties (each, an “IndemnitorIndemnifying Party”) shall will indemnify, defend and hold the other Party party and its respective officersstockholders, directors, membersofficers, managers employees, contractors and employees agents (eachin each case, an “IndemniteeIndemnified Party”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes damages and expenses of action, costs and expenses, including, without limitation, any kind (including reasonable attorneys’ fees and expenses fees) (collectively, “LossesDamages”) imposed upon), incurred for third party claims arising out of or in connection with (i) any material misrepresentation or breach of any material representation, warranty or obligation by the Indemnifying Party under this Agreement or asserted against (ii) infringement by the person seeking indemnification Indemnifying Party patent, copyright, trademark or other intellectual property rights of any third party, except in each case to the extent that are caused by, are attributable to, result from or such Damages arise out of the breach of this Agreement any action by the Indemnitor Indemnified Party. Without limiting the generality of the foregoing, StitcherAds will indemnify Client from the alleged violation, misappropriation or infringement of the intellectual property rights of any third party, or the negligence defamation of, any third-party, in each case to the extent caused by the Managed Services provided by StitcherAds or willful misconduct of the Indemnitorany content created by StitcherAds (and not in any way supplied directly or indirectly by Client or its affiliates and agents) and used by StitcherAds in a Client Campaign. Client will indemnify StitcherAds against Damages incurred for (i) any content supplied or created by Client or its affiliates or agents and (ii) advertisements which improperly redirect end users or utilize pop-overs, spyware, malware or similar misleading, deceptive, or malicious advertisements. 8.2 A party seeking indemnification will promptly notify the other party in writing of any officersclaim, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf provided that failure to give notice will only relieve the Indemnifying Party of liability to the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by extent the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred Indemnifying Party has suffered actual prejudice by such Indemnitor in connection with providing such indemnification payment up to failure. The Indemnifying Party will (i) control the amount received by the Indemnitee, net defense of any expenses incurred by such Indemnitee in collecting such amount.claim;

Indemnification Obligations. To (a) From and after the extent Closing and subject to the remainder of this Article XI, each Consenting Stockholder shall, severally and not otherwise provided for jointly (and in the Service Agreementscase of subsection (i) below, in accordance with each of such Consenting Stockholder’s Pro Rata Share) indemnify, defend and hold harmless Purchaser, the Parties Acquired Companies and their respective Affiliates, Agents, successors and assigns (each, an a “IndemnitorPurchaser Indemnitee”), from and against, and shall reimburse each Purchaser Indemnitee for, any and all Losses which any Purchaser Indemnitee sustains, incurs, is required to pay or becomes subject to, without duplication, resulting from, arising out of or relating to: (i) any breach or nonfulfillment by the Stockholders’ Representative of any covenant or agreement contained in this Agreement to the extent such covenant or agreement; and (ii) any breach or nonfulfillment by such Consenting Stockholder of any covenant or agreement contained in this Agreement. (b) From and after the Closing, RemainCo shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless each Purchaser Indemnitee from and against against, and shall reimburse each Purchaser Indemnitee for, any and all liabilitiesLosses which any Purchaser Indemnitee sustains, obligationsincurs, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, includingis required to pay or becomes subject to, without limitationduplication, attorneys’ fees and expenses resulting from, arising out of or relating to: (collectivelyi) any Excluded Liability or any claim made by any Person relating to any of the Excluded Assets, “Losses”) imposed uponExcluded Companies, incurred or Excluded Liabilities, including any claim made by or asserted against the person seeking indemnification that are caused byany Person arising in, are attributable to, result arising from or arise out of relating in any way to the breach of Pre-Closing Reorganization (and for clarity no release made by any Acquired Company in the Pre-Closing Reorganization Agreements shall limit the indemnity in this Agreement Section 11.2(b)(i)); (ii) the Outstanding Bankruptcy Claim, to the extent any such Loss exceeds the Estimated Bankruptcy Assessment Amount; (iii) any claim made by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of any Stockholder or any of their respective Affiliates relating to such Person’s rights with respect to the Indemnitor. determination of such Stockholder’s Pro Rata Share of the Closing Adjusted Merger Consideration hereunder (including pursuant to Sections 2.7 and 3.1(c) or pursuant to the Deferred Cash Consideration Note); (iv) the subject matter of the litigation described on Schedule 11.2 solely to the extent set forth therein; and (v) any breach or nonfulfillment by the Company of any covenant or agreement contained in this Agreement to the extent such covenant or agreement is to be performed prior to or at the Closing or any breach or nonfulfillment by RemainCo of any covenant or agreement contained in this Agreement. (c) From and after the Closing and subject to the remainder of this Article XI, Purchaser shall indemnify, defend and hold harmless the Stockholders and their respective Affiliates, Agents, successor and assigns (each, a “Stockholder Indemnitee”), from and against, and shall compensate and reimburse each Stockholder Indemnitee for, any and all Losses which any Stockholder Indemnitee sustains, incurs, is required to pay or becomes subject to, without duplication, resulting from, arising out of or relating to: (i) any breach or nonfulfillment by Purchaser of any covenant or agreement contained in this Agreement. (d) Any indemnification obligation amount payable in respect of any Losses pursuant to this Article 6 with respect to any particular Losses XI shall be reduced by all amounts decreased (i) to the extent that such Losses were actually recovered by taken into account as a liability, reserve, accrual or other similar item in the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights determination of the Indemnitee against Revised Closing Adjusted Merger Consideration or Final Closing Adjusted Merger Consideration, as applicable, pursuant to the procedures set forth in Article II, (ii) to the extent any third party insurance proceeds are actually received in cash in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, thereof (net of any expenses costs or expenses, including Taxes, incurred by in obtaining such Indemnitee proceeds). No Indemnified Party shall be entitled to recover from an Indemnifying Party more than once for any particular Loss, nor shall any Indemnifying Party be liable for or otherwise obligated to indemnify any Indemnified Party for the same Loss more than once. (e) The aggregate amount of all Losses for which RemainCo shall be liable pursuant to this Article XI shall not exceed the Deferred Cash Consideration; provided that the foregoing limitation shall not apply to the indemnification obligations of RemainCo in collecting Section 11.2(b)(i). The aggregate amount of all Losses for which a Stockholder shall be liable pursuant to this Article XI shall not exceed such amountStockholder’s Pro Rata Share of the Deferred Cash Consideration.

Indemnification Obligations. To the extent not otherwise provided for in the Service AgreementsSalant agrees that it shall fu▇▇▇ ▇▇demnify (i) Magten, (ii) each and every other person by reason of the Parties fact that such person is or was a director, officer, employee, agent, shareholder, professional (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees Hebb & Gitlin and Allen & Comp▇▇▇) or ▇▇▇▇▇ auth▇▇▇▇▇d representative of Magten, (iii) Apollo, and (iv) each and every other person by reason of the fact that such person is or was a director, officer, employee, agent, partner, professional or other authorized representative of Apollo (all of the foregoing persons and the entities in (i) through (iv) above, the "Indemnitees") against any claims, liabilities, actions, suits, damages, fines, judgments or expenses (collectivelyincluding reasonable attorney's fees), “Losses”) imposed upon, incurred by brought or asserted against by anyone (other than Salant or any successor with r▇▇▇▇▇▇ to asserted violations of this Letter Agreement or any other agreement with Salant entered into by such In▇▇▇▇▇▇ee in connection with the person seeking indemnification that are caused byRestructuring) arising during the course of, are attributable or otherwise in connection with or in any way related to, result from or arise out the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the breach of Restructuring, including the Exchange Offer and the transactions contemplated thereby; provided, however, that this Agreement indemnity shall not extend to any claims asserted by Magten or Apollo against any other Indemnitee, and provided, further, that the Indemnitor or foregoing indemnification shall not apply to any liabilities arising from the gross negligence or willful misconduct of any Indemnitee. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from Salant, the IndemnitorIndemnitee shall p▇▇▇▇▇▇y notify Salant in writing, and Salant ▇▇▇▇▇ assume the defens▇ ▇▇▇▇eof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless and until (a) Salant has agreed to pay the f▇▇▇ ▇▇d expenses of such counsel, or (b) Salant shall have failed promp▇▇▇ ▇▇ assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the Indemnitee in any officerssuch claim, directorsaction or proceeding or (c) the named parties to any such claim, membersaction or proceeding (including any impleaded parties) include both the Indemnitee and Salant, managersand the Indemnitee bel▇▇▇▇▇, employeesin the exercise of its business judgment and in the opinion of its outside legal counsel, agentsreasonably satisfactory to Salant, contractors and/or subcontractors acting for that the joint represe▇▇▇▇▇▇n of Salant and the Indemnitee will ▇▇▇▇▇y result in a conflict of interest (in which case, if the Indemnitee notifies Salant in writing that it elec▇▇ ▇▇ employ separate counsel at the expense of Salant, Salant shall not have ▇▇▇ ▇▇gh▇ ▇▇ ▇ssume the defense of such action or proceeding on behalf of the IndemnitorIndemnitee). Any indemnification obligation pursuant to this Article 6 In addition, Salant shall not effect any se▇▇▇▇▇▇nt or release from liability in connection with respect to any particular Losses shall be reduced by all amounts actually recovered by matter for which the Indemnitee would have the right to indemnification from third partiesSalant, unless such settlement ▇▇▇▇▇ins a full and unconditional release of the Indemnitee, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights a release of the Indemnitee against any third party reasonably satisfactory in respect of the Losses to which such payment relates, form and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up substance to the amount received Indemnitee. Notwithstanding anything contained herein to the contrary, the provisions of this Section 8 shall not be deemed to limit any other indemnification obligation of Salant in effect to any Indemn▇▇▇▇ ▇hether by the Indemnitee, net of any expenses incurred by such Indemnitee agreement or in collecting such amountaccordance with Salant's bylaws.

Indemnification Obligations. To the extent not otherwise provided for in the Service Agreements, each Each of the Parties (each, an “Indemnitor”) shall will indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall will be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall will be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall will execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall will promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. To (a) From and after the extent Closing, subject to the limitations set forth in Section 8.4, the Sellers, in accordance with their pro rata entitlement to the Purchase Price as allocated by the Seller Representative among the Sellers in accordance with the Allocation Schedule, shall, severally and not otherwise provided for in the Service Agreementsjointly, each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party harmless Buyer and its Subsidiaries and Affiliates (including, following the Closing, the Company) and its and their respective officers, directors, direct and indirect equityholders, members, managers managers, employees and employees agents (eachcollectively, an the “IndemniteeBuyer Indemnified Parties”) harmless ), from and against all liabilitiesTaxes, obligationsEncumbrances, losses, dues, amounts paid in settlement, Liabilities, fees, costs (including costs of investigation, defense and enforcement of this Agreement), claims, losses, damages, penaltiesdiminution in value, deficienciesliabilities, causes of actionexpenses, fines and penalties (in each case, including reasonable attorneys’ and accountant’s fees, costs of suit and expenses, including, without limitation, attorneys’ fees and expenses costs of appeal) (collectively, “Losses”) imposed upon, actually incurred by any Buyer Indemnified Party, directly or asserted against the person seeking indemnification that are caused byindirectly, are attributable to, result from or arise arising out of or relating to any of the following: (i) the breach or violation of any representation or warranty contained in Section 3.1 (provided that if any such representation or warranty is qualified in any respect by materiality or Material Adverse Effect, such materiality or Material Adverse Effect qualification will in all respects be ignored for purposes of this Article VIII, both for purposes of determining whether a representation or warranty is breached or violated and for purposes of determining the amount of a Loss); or (ii) the breach or violation of the Company’s covenants or agreements contained in this Agreement by that contemplate performance prior to the Indemnitor Closing or the negligence Seller Representative’s covenants or willful misconduct agreements contained in this Agreement. (b) From and after the Closing, subject to the limitations set forth in Section 8.4, each Seller shall individually indemnify, defend and hold harmless the Buyer Indemnified Parties, from and against all Losses actually incurred by any Buyer Indemnified Party, directly or indirectly, arising out of or relating to the Indemnitorbreach or violation of such Seller’s covenants or agreements contained in this Agreement. (c) From and after the Closing, or of any subject to the limitations set forth in Section 8.4, Buyer shall indemnify, defend and hold harmless the Sellers and their respective Affiliates, and their respective officers, directors, managers, members, managersdirect and indirect equityholders, employeesemployees and agents (collectively, agentsthe “Seller Indemnified Parties” and, contractors and/or subcontractors acting for together with the “Buyer Indemnified Parties”, the “Indemnified Parties”), from and against all Losses actually incurred by any Seller Indemnified Party, directly or on behalf indirectly, arising out of or relating to the Indemnitor. Any indemnification obligation pursuant to breach or violation by Buyer of any of its covenants or agreements contained in this Article 6 with respect to Agreement including any particular Losses shall be reduced by all amounts actually recovered covenants or agreements contained in this Agreement that contemplate performance by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, Company after the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amountClosing.