Common use of Indemnification by Purchasers Clause in Contracts

Indemnification by Purchasers. To the extent not indemnified and reimbursed by the Company and without limiting the Company’s obligations in respect thereof, the Purchaser shall, severally and not jointly, based on their respective pro rata holdings of the Notes (for the avoidance of doubt, in the event all Obligations have been paid in full, each Purchaser’s pro rata holding of the Notes shall be determined as of the day immediately prior to the Obligations having been paid in full), indemnify, defend and hold harmless the Collateral Agent Parties from and against any and all suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs of every kind or nature whatsoever, including all attorneys’ fees and disbursements and other fees and expenses incurred in, and the costs of preparing for, investigating or defending any matter (including those between or among the parties to this Agreement or in enforcing the provisions of this Section 8.7), which are or may be imposed upon, incurred by or asserted or awarded against the Collateral Agent or any other Collateral Agent Party in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted to be taken by the Collateral Agent or any other Collateral Agent Party in connection herewith or therewith; provided, however, that no Purchaser shall be liable for any portion of such suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs resulting primarily from the gross negligence or willful misconduct of the Collateral Agent or the other Collateral Agent Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Purchaser agrees to reimburse the Collateral Agent and the other Collateral Agent Parties, promptly upon demand, for its pro rata share of any out-of-pocket costs and expenses (including attorneys’ fees and disbursements) incurred by the Collateral Agent or the other Collateral Agent Parties, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment, restatement or enforcement of (whether through negotiations, legal proceedings or otherwise), or legal advice sought in respect of rights or responsibilities under, this Agreement and any other Transaction Document, in each case to the extent the Collateral Agent or the other Collateral Agent Parties are not reimbursed for such costs or expenses by the Company.

Indemnification by Purchasers. To the extent not indemnified permitted by applicable law, each Purchaser will, if Registrable Securities held by such Purchaser are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify and reimbursed by the Company and without limiting the Company’s obligations in respect thereof, the Purchaser shallhold harmless, severally and not jointly, based on their respective pro rata holdings the Company and its directors, officers, shareholders, members, partners, representatives, advisors, employees and agents, and each other Purchaser and each of such Purchaser’s directors, officers, shareholders, members, partners, representatives, advisors, employees and agents, each Person who controls such Purchaser (within the meaning of Section 15 of the Notes Securities Act) and the directors, officers, shareholders, representatives, advisors, agents, members, partners or employees of such controlling Persons (for collectively, the avoidance of doubt, in the event all Obligations have been paid in full, each Purchaser’s pro rata holding of the Notes shall be determined as of the day immediately prior to the Obligations having been paid in full“Purchaser Indemnified Parties”), indemnifyagainst all expenses, defend and hold harmless the Collateral Agent Parties from and against any and all suits, actionsclaims, losses, claimsdamages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, damagesprospectus, liabilitiesor preliminary prospectus, obligationsor any amendment or supplement thereto incident to any such registration, judgmentsqualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, penaltiesin light of the circumstances in which they were made, expenses and costs of every kind or nature whatsoever, including all attorneys’ fees and disbursements and other fees and expenses incurred innot misleading, and will reimburse each of the costs of Purchaser Indemnified Parties for any reasonable legal or any other expenses reasonably incurred in connection with investigating, preparing for, investigating or defending any matter (including those between such claim, loss, damage, liability or among the parties to this Agreement or in enforcing the provisions of this Section 8.7), which are or may be imposed upon, incurred by or asserted or awarded against the Collateral Agent or any other Collateral Agent Party in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted to be taken by the Collateral Agent or any other Collateral Agent Party in connection herewith or therewith; provided, however, that no Purchaser shall be liable for any portion of such suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs resulting primarily from the gross negligence or willful misconduct of the Collateral Agent or the other Collateral Agent Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Purchaser agrees to reimburse the Collateral Agent and the other Collateral Agent Parties, promptly upon demand, for its pro rata share of any out-of-pocket costs and expenses (including attorneys’ fees and disbursements) incurred by the Collateral Agent or the other Collateral Agent Partiesaction, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment, restatement or enforcement of (whether through negotiations, legal proceedings or otherwise), or legal advice sought in respect of rights or responsibilities under, this Agreement and any other Transaction Documentsuch expenses are incurred, in each case to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Collateral Agent Company by such Purchaser and stated to be specifically for use therein, provided, however, that in no event shall any indemnity under this Section 4.11(g)(ii) payable by a Purchaser exceed the amount by which the net proceeds actually received by such Purchaser from the sale of Registrable Securities included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Purchaser has been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. The indemnity agreement contained in this Section 4.11(g)(ii) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Purchaser (which consent shall not be unreasonably withheld or delayed), nor shall the Purchaser be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the other Collateral Agent Parties are not reimbursed for underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such costs loss, claim, damage or expenses liability in any case in which such delivery is required by the CompanySecurities Act.

Indemnification by Purchasers. To Subject to limitations stated in ARTICLE IX and hereafter, CLECO, on the extent not indemnified one hand, and reimbursed by SWEPCO and DHLC, on the Company and without limiting the Company’s obligations in respect thereofother hand, the Purchaser shallhereby agree, severally and not jointlyjointly (and, based on their respective pro rata holdings of the Notes (for the avoidance of doubtas between SWEPCO and DHLC, in the event all Obligations have been paid in full, each Purchaser’s pro rata holding of the Notes shall be determined as of the day immediately prior to the Obligations having been paid in fulljointly and severally), to indemnify, defend and hold harmless Sellers and their respective shareholders, directors, officers, and employees, including the Collateral Agent Parties shareholders, members, directors, officers, and employees of any Subsidiary or Affiliate of Sellers (collectively, “Seller Indemnitees”), from and against any and all suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs of every kind or nature whatsoever, including all attorneys’ fees and disbursements and other fees and expenses incurred inagainst, and will pay to Seller Indemnitees the costs of preparing foramount of, investigating or defending any matter (including those between or among the parties to this Agreement or in enforcing the provisions of this Section 8.7), which are or may be imposed upon, Damages incurred by or asserted or awarded against the Collateral Agent or any other Collateral Agent Party in any way relating to or Seller Indemnitees, arising out of the following: (a) any breach of any representation or warranty made by such Purchaser(s) in this Agreement Agreement; (b) any breach by such Purchaser(s) of any covenant or any other Transaction Document or any action taken or omitted to be taken by the Collateral Agent or any other Collateral Agent Party in connection herewith or therewith; provided, however, that no Purchaser shall be liable for any portion obligation of such suitsPurchaser(s) in this Agreement; (c) Sellers’ Reclamation Bond after the Closing, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses including delays or failures in pursuing the release thereof; (d) the Assumed Liabilities; and (e) all Liabilities relating to final reclamation and costs resulting primarily from the gross negligence or willful misconduct abandonment of the Collateral Agent Oxbow Mine. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, (i) CLECO’s indemnity obligations to the Seller Indemnitees under this Section 10.2 are limited to Damages arising out of: its own breaches under paragraphs (a) or (b) above, the other Collateral Agent Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting matters described in paragraph (c) above, the generality of the foregoing, each Purchaser agrees to reimburse the Collateral Agent matters described in paragraph (d) above and the other Collateral Agent Parties, promptly upon demand, for its pro rata share of any out-of-pocket costs matters described in paragraph (e) above; and expenses (including attorneys’ fees ii) SWEPCO’s and disbursements) incurred by the Collateral Agent or the other Collateral Agent Parties, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment, restatement or enforcement of (whether through negotiations, legal proceedings or otherwise), or legal advice sought in respect of rights or responsibilities under, this Agreement and any other Transaction Document, in each case DHLC’s indemnity obligations to the extent Seller Indemnitees under this Section 10.2 are limited to, on a joint and several basis, Damages arising out of: their own breaches under paragraphs (a) or (b) above, the Collateral Agent or matters described in paragraph (c) above, the other Collateral Agent Parties are not reimbursed for such costs or expenses by matters described in paragraph (d) above and the Companymatters described in paragraph (e) above.

Indemnification by Purchasers. To (a) Each Purchaser agrees to indemnify the extent not indemnified and reimbursed by the Company and without limiting the Company’s obligations in respect thereofStockholders against, the Purchaser shall, severally and not jointly, based on their respective pro rata holdings of the Notes (for the avoidance of doubt, in the event all Obligations have been paid in full, each Purchaser’s pro rata holding of the Notes shall be determined as of the day immediately prior to the Obligations having been paid in full), indemnify, defend and hold each Stockholder harmless the Collateral Agent Parties from and against from, any and all suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs of every kind or nature whatsoever, including all attorneys’ fees and disbursements and other fees and expenses incurred in, and the costs of preparing for, investigating or defending any matter Damages (including those between or among the parties to this Agreement or as defined in enforcing the provisions of this Section 8.7), which are or may be imposed upon, incurred by or asserted or awarded against the Collateral Agent or any other Collateral Agent Party in any way relating to or 4.3 below) arising out of the breach of any representation, warranty, covenant or agreement of Purchasers contained herein or as set forth in the Exhibits attached hereto. Notwithstanding the foregoing, Purchasers shall not be liable to the Stockholders under this Agreement Section 4.1(a) for any Damages arising out of the breach of any representation or any other Transaction Document warranty of Purchasers herein or as set forth in Exhibits attached hereto unless and until the aggregate amount of all such Damages exceeds $100,000 ("Purchasers' Threshold Amount"), in which case Purchasers shall be required to indemnify the Stockholders for the amount of such Damages above the Purchasers' Threshold Amount. (b) The Stockholders agree to give each Purchaser prompt written notice of any action taken by or omitted in respect of a third party of which they have actual knowledge concerning any Damage as to which they may request indemnification hereunder. Purchasers shall have the right to direct, through counsel of their choosing, the defense or settlement of any such action (provided that Purchasers shall have first acknowledged their indemnification obligations hereunder specifically in respect of such action) at their own expense, which counsel shall be reasonably satisfactory to the indemnified party or parties. If Purchasers elect to assume the defense of any such action, the indemnified party or parties may participate in such defense, but in such case the expenses of the indemnified party or parties incurred in connection with such participation shall be paid by the indemnified party or parties. The indemnified party or parties shall cooperate with Purchasers in the defense or settlement of any such action. If Purchasers elect to direct the defense of any such action, the indemnified party or parties shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted Damages, unless (i) each Purchaser consents in writing to such payment, (ii) each Purchaser withdraws from the defense of such asserted Damages, or (iii) a final judgment from which no appeal may be taken by the Collateral Agent or any other Collateral Agent Party in connection herewith or therewith; provided, however, that no Purchaser on behalf of Purchasers is entered against such indemnified party for such Damages. If Purchasers shall be liable for any portion of such suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs resulting primarily from the gross negligence or willful misconduct of the Collateral Agent or the other Collateral Agent Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Purchaser agrees fail to reimburse the Collateral Agent and the other Collateral Agent Parties, promptly upon demand, for its pro rata share of any out-of-pocket costs and expenses (including attorneys’ fees and disbursements) incurred by the Collateral Agent or the other Collateral Agent Parties, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment, restatement or enforcement of (whether through negotiations, legal proceedings or otherwise)defend, or legal advice sought in respect of rights if, after commencing or responsibilities underundertaking any such defense, this Agreement and any other Transaction DocumentPurchasers (i) fail to prosecute or (ii) withdraw from such defense, in each case the indemnified party or parties shall have the right to undertake the extent the Collateral Agent defense or the other Collateral Agent Parties are not reimbursed for such costs or expenses by the Companysettlement thereof at Purchaser's expense.

Indemnification by Purchasers. To the extent not (a) Sellers and their Affiliates, respective officers, directors, employees, agents, successors and assigns (each, a "Seller Indemnified Party") shall be indemnified and reimbursed held harmless by the Company and without limiting the Company’s obligations in respect thereof, the Purchaser shall, severally and not jointly, based on their respective pro rata holdings of the Notes (Purchasers for the avoidance of doubt, in the event all Obligations have been paid in full, each Purchaser’s pro rata holding of the Notes shall be determined as of the day immediately prior to the Obligations having been paid in full), indemnify, defend and hold harmless the Collateral Agent Parties from and against any and all suitsLosses, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs arising out of every kind or nature whatsoever, including all attorneys’ fees and disbursements and other fees and expenses incurred in, and resulting from: (i) the costs breach of preparing for, investigating any representation or defending warranty made by Purchasers contained in this Agreement or any matter Ancillary Agreement; (including those between ii) the breach of any covenant or among agreement by Purchasers or (after the parties to Closing) the Acquired Companies contained in this Agreement or in enforcing any Ancillary Agreement; (iii) the provisions Crisa Liabilities, but excluding such portion of this Section 8.7), which are or may be imposed upon, incurred by or asserted or awarded against the Collateral Agent or any other Collateral Agent Party in any way relating to or arising Losses that arise out of or relate to (A) any breach by Sellers of any representation, warranty, covenant or agreement of Sellers under this Agreement or any Ancillary Agreement, or (B) any items for which any Purchaser Indemnified Party is entitled to indemnification from Sellers hereunder (without regard to any indemnification threshold or other Transaction Document limitations); (iv) 49% of any profit sharing payments made by any Acquired Company to Crisa Corp. in excess of the subsequently determined amount due resulting from the correction of a pricing error on an original invoice or any action taken the return, rejection or omitted to be taken claim for losses by the Collateral Agent or any other Collateral Agent Party in connection herewith or therewithcustomer for products upon which profit payment has been made prior to the Closing Date; providedand (v) the Vitro Guarantees, however, but excluding that no Purchaser shall be liable for any portion of such suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs resulting primarily from the gross negligence or willful misconduct of the Collateral Agent or the other Collateral Agent Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Purchaser agrees any Losses payable with respect to reimburse the Collateral Agent and the other Collateral Agent Parties, promptly upon demand, for its pro rata share Vitro Guarantees that (A) arise out of any out-of-pocket costs and expenses (including attorneys’ fees and disbursements) incurred breach by the Collateral Agent Sellers of any representation, warranty, covenant or the other Collateral Agent Parties, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment, restatement or enforcement agreement of (whether through negotiations, legal proceedings or otherwise)Sellers under any Contract, or legal advice sought in respect of rights (B) are based on any items for which any Purchaser Indemnified Party is entitled to indemnification from Sellers hereunder (without regard to any indemnification threshold or responsibilities under, this Agreement and any other Transaction Document, in each case to the extent the Collateral Agent or the other Collateral Agent Parties are not reimbursed for such costs or expenses by the Companylimitations).

Indemnification by Purchasers. To From and after the extent not indemnified and reimbursed by the Company and without limiting the Company’s obligations in respect thereofClosing Date, the Purchaser shall, severally and not jointly, based on their respective pro rata holdings of the Notes (for the avoidance of doubt, in the event all Obligations have been paid in full, each Purchaser’s pro rata holding of the Notes shall be determined as of the day immediately prior subject to the Obligations having been paid in full)provisions of this Section 10, Purchasers shall indemnify, defend and hold harmless Sellers and their Affiliates and their respective Representatives (each a “Seller Indemnified Party” and collectively, the Collateral Agent Parties “Seller Indemnified Parties”) from and against (a) any and all suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs of every kind or nature whatsoever, including all attorneys’ fees and disbursements and other fees and expenses incurred in, and the costs of preparing for, investigating or defending any matter (including those between or among the parties to this Agreement or in enforcing the provisions of this Section 8.7), which are or may be imposed upon, Losses actually incurred by or asserted or awarded against Seller Indemnified Parties only to the Collateral Agent or any other Collateral Agent Party in any way relating to or extent arising out of or relating to: (i) any inaccuracy or misrepresentation in or breach of any representation or warranty made by Purchasers in this Agreement; (ii) any breach or non-fulfillment of any covenant or agreement made by Purchasers in this Agreement; (iii) the Inbound Assets from and after the Closing Date; and (iv) the Assumed Liabilities; and (b) any and all incremental Losses actually incurred by Seller Indemnified Parties only to the extent directly arising out of or relating to the replacement by Andritz AG of Andritz China Ltd., a Chinese company limited by shares as a “Purchaser” for purposes of this Agreement or any other Transaction Document or any action taken or omitted pursuant to be taken that certain First Amendment to Membership Interest, Share and Asset Purchase Agreement, dated July 28, 2025, by the Collateral Agent or any other Collateral Agent Party in connection herewith or therewithand among Purchasers, Sellers, and Andritz China Ltd., a Chinese company limited by shares; provided, provided however, that Purchasers shall have no Purchaser shall be liable for any portion of such suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs resulting primarily from the gross negligence or willful misconduct of the Collateral Agent or the other Collateral Agent Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Purchaser agrees obligation to reimburse the Collateral Agent and the other Collateral Agent Parties, promptly upon demand, for its pro rata share of any out-of-pocket costs and expenses (including attorneys’ fees and disbursements) incurred by the Collateral Agent or the other Collateral Agent Parties, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment, restatement or enforcement of (whether through negotiations, legal proceedings or otherwise), or legal advice sought indemnify Sellers under this Section 10.2 in respect of rights any Losses arising out of or responsibilities underrelating to any matter in respect of which Sellers are required to indemnify, defend or hold harmless any Purchaser Indemnified Party pursuant to Section 10.1 above, or would have been so required but for any of the temporal or monetary limitations in this Agreement applicable to Sellers’ obligations under Section 10.1. 14. The definition of “Acquired Securities” set forth in Exhibit A and any other Transaction Document, used throughout the Agreement is hereby amended and restated in each case its entirety to the extent the Collateral Agent or the other Collateral Agent Parties are not reimbursed for such costs or expenses by the Company.read as follows:

Indemnification by Purchasers. To 4.2.1 Purchasers agree to severally indemnify the extent not indemnified and reimbursed by the Company and without limiting the Company’s obligations in respect thereofShareholders against, the Purchaser shall, severally and not jointly, based on their respective pro rata holdings of the Notes (for the avoidance of doubt, in the event all Obligations have been paid in full, each Purchaser’s pro rata holding of the Notes shall be determined as of the day immediately prior to the Obligations having been paid in full), indemnify, defend and hold each Shareholder harmless the Collateral Agent Parties from and against from, any and all suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs of every kind or nature whatsoever, including all attorneys’ fees and disbursements and other fees and expenses incurred in, and the costs of preparing for, investigating or defending any matter Damages (including those between or among the parties to this Agreement or in enforcing the provisions of this Section 8.7), which are or may be imposed upon, incurred by or asserted or awarded against the Collateral Agent or any other Collateral Agent Party in any way relating to or as defined above) arising out of the breach of any representation, warranty, covenant or agreement of Purchasers herein which the Company or a Shareholder asserts within two years from the Closing Date. Notwithstanding the foregoing, (i) Purchasers shall not be liable to the Shareholders under this Agreement Section 4.2.1 for any Damages arising out of the breach of any representation, warranty, covenant or agreement of Purchasers herein until the aggregate amount of all such Damages exceeds $50,000 ("Purchaser's Threshold Amount") in which case Purchasers shall be required to indemnify the Shareholders for the full amount of such Damages, and (ii) the aggregate liability of each Purchaser under this Section 4.2.1 shall not exceed the amount of the Purchase Price to be paid by such Purchaser pursuant to this Agreement. 4.2.2 The Shareholders agree to give Purchasers prompt written notice of any other Transaction Document Action by or in respect of a third party of which they have knowledge concerning any action taken Damages as to which they may request indemnification hereunder. Purchasers shall have the right to direct, through counsel of their choosing, the defense or omitted settlement of any such Action (provided that Purchasers shall have first acknowledged their indemnification obligations hereunder specifically in respect of such Action) at their own expense, which counsel shall be reasonably satisfactory to the indemnified party or parties. If Purchasers elect to assume the defense of any such Action, the indemnified party or parties may participate in such defense, but in such case the expenses of the indemnified party or parties incurred in connection with such participation shall be paid by the indemnified party or parties. The indemnified party or parties shall cooperate with Purchasers in the defense or settlement of any such Action. If Purchasers elect to direct the defense of any such Action the indemnified party or parties shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless Purchasers consent in writing to such payment or unless Purchasers withdraw from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by the Collateral Agent or any other Collateral Agent Party in connection herewith or therewith; provided, however, that no Purchaser on behalf of Purchasers is entered against such indemnified party for such liability. If Purchasers shall be liable for any portion of such suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs resulting primarily from the gross negligence or willful misconduct of the Collateral Agent or the other Collateral Agent Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Purchaser agrees fail to reimburse the Collateral Agent and the other Collateral Agent Parties, promptly upon demand, for its pro rata share of any out-of-pocket costs and expenses (including attorneys’ fees and disbursements) incurred by the Collateral Agent or the other Collateral Agent Parties, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment, restatement or enforcement of (whether through negotiations, legal proceedings or otherwise)defend, or legal advice sought in respect of rights if, after commencing or responsibilities underundertaking any such defense, this Agreement and any other Transaction DocumentPurchasers fails to prosecute or withdraws from such defense, in each case the indemnified party or parties shall have the right to undertake the extent the Collateral Agent defense or the other Collateral Agent Parties are not reimbursed for such costs or expenses by the Companysettlement thereof at Purchaser's expense.

Indemnification by Purchasers. To the extent not indemnified and reimbursed by the Company and without limiting the Company’s obligations in respect thereof, the Purchaser shallEach Purchaser, severally and not jointly, based on their respective pro rata holdings of the Notes (for the avoidance of doubt, in the event all Obligations have been paid in full, each Purchaser’s pro rata holding of the Notes shall be determined as of the day immediately prior agrees to the Obligations having been paid in full), indemnify, defend indemnify and hold harmless the Collateral Agent Parties Parent (and each Person, if any, who controls the Parent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer of the Parent who signs the Registration Statement and each director of the Parent), from and against any and all suits, actions, losses, claims, damagesdamages or liabilities to which the Parent (or any such officer, liabilitiesdirector or controlling Person) may become subject (under the Securities Act or otherwise), obligationsinsofar as such losses, judgmentsclaims, penaltiesdamages or liabilities (or actions or proceedings in respect thereof) arise out of, expenses or are based upon, any material breach of this Agreement by such Purchaser or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the Effective Date thereof, if, and costs to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of every kind or nature whatsoeversuch Purchaser specifically for use in preparation of the Registration Statement, including all attorneys’ fees and disbursements and other fees and expenses incurred inincluding, without limitation the Purchaser Questionnaire, the Selling Stockholder Questionnaire, and the costs Anti-Money Laundering Information Form, and such Purchaser will reimburse the Parent (and each of its officers, directors or controlling Persons) for any legal or other expenses reasonably incurred in investigating, defending or preparing forto defend any such action, investigating proceeding or defending any matter (including those between or among the parties to this Agreement or in enforcing the provisions of this Section 8.7), which are or may be imposed upon, incurred by or asserted or awarded against the Collateral Agent or any other Collateral Agent Party in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted to be taken by the Collateral Agent or any other Collateral Agent Party in connection herewith or therewithclaim; provided, however, that in no event shall any indemnity under this Paragraph 5(b) be greater in amount than the dollar amount of the proceeds (net of (i) the purchase price of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation and (ii) the amount of any damages such Purchaser shall be liable for any portion has otherwise been required to pay by reason of such suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs resulting primarily from untrue statement or omission or alleged untrue statement or omission) received by such Purchaser upon the gross negligence or willful misconduct sale of the Collateral Agent or the other Collateral Agent Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Purchaser agrees to reimburse the Collateral Agent and the other Collateral Agent Parties, promptly upon demand, for its pro rata share of any out-of-pocket costs and expenses (including attorneys’ fees and disbursements) incurred by the Collateral Agent or the other Collateral Agent Parties, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment, restatement or enforcement of (whether through negotiations, legal proceedings or otherwise), or legal advice sought in respect of rights or responsibilities under, this Agreement and any other Transaction Document, in each case to the extent the Collateral Agent or the other Collateral Agent Parties are not reimbursed for such costs or expenses by the CompanyRegistrable Securities.

Indemnification by Purchasers. To the extent not indemnified and reimbursed by the Company and without limiting the Company’s obligations in respect thereof, the Each Purchaser shall, severally and not jointly, based on their respective pro rata holdings of the Notes (for the avoidance of doubt, in the event all Obligations have been paid in full, each Purchaser’s pro rata holding of the Notes shall be determined as of the day immediately prior agrees to the Obligations having been paid in full), indemnify, defend indemnify and hold harmless the Collateral Agent Parties Issuer and its officers, directors, affiliates, members and their respective successors and assigns (collectively, the "Issuer Indemnified Parties") from and against any and all suits, actions, third party losses, claims, damagesdamages or liabilities to which such Issuer Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, liabilitiesclaims, obligationsdamages or liabilities (or actions or proceedings in respect thereof) arise out of, judgmentsor are based upon any breach of the representations or warranties of such Purchaser contained herein, penalties, expenses or failure to comply with the covenants and costs agreements of every kind or nature whatsoever, including all attorneys’ fees and disbursements and other fees and expenses incurred insuch Purchaser contained herein, and such Purchaser will reimburse such Issuer Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that such Purchaser shall not be liable in any such case to the costs extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of preparing forany representations or warranties made by the Issuer herein, investigating or defending any matter (including those between the failure of the Issuer to comply with its covenants and agreements contained in this Agreement, provided, further, that no Issuer Indemnified Party shall be entitled to recover special, consequential or among the parties to this Agreement or in enforcing the provisions of punitive damages under this Section 8.7), which 8.2. Such Purchaser shall reimburse each Issuer Indemnified Party for the amounts provided for herein on demand as such expenses are or may be imposed upon, incurred by or asserted or awarded against the Collateral Agent or any other Collateral Agent Party in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted to be taken by the Collateral Agent or any other Collateral Agent Party in connection herewith or therewithincurred; provided, however, that such Purchaser's obligation to indemnify the Issuer Indemnified Parties shall in no Purchaser event exceed shall be liable not exceed the aggregate purchase price for any portion of such suits, actions, losses, claims, damages, liabilities, obligations, judgments, penalties, expenses and costs resulting primarily from the gross negligence or willful misconduct of the Collateral Agent or the other Collateral Agent Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Purchaser agrees to reimburse the Collateral Agent and the other Collateral Agent Parties, promptly upon demand, for its pro rata share of any out-of-pocket costs and expenses (including attorneys’ fees and disbursements) incurred by the Collateral Agent or the other Collateral Agent Parties, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment, restatement or enforcement of (whether through negotiations, legal proceedings or otherwise), or legal advice sought in respect of rights or responsibilities under, Purchased Shares under this Agreement and any other Transaction Document, in each case to the extent the Collateral Agent or the other Collateral Agent Parties are not reimbursed for such costs or expenses by the CompanyAgreement.

Indemnification by Purchasers. To The Purchasers hereby agree to reimburse, indemnify and hold harmless the Agents and any of their Related Parties, as the case may be (to the extent not indemnified indefeasibly and timely reimbursed by the Company Note Parties and without limiting the Company’s obligations in respect thereofof Note Parties hereunder), the Purchaser shall, severally and not jointly, based on ratably according to their respective pro rata holdings of Pro Rata Share (or, if such indemnity payment is sought after the date on which the Notes (for the avoidance of doubt, in the event all Obligations have been are paid in full, each in accordance with such Purchaser’s pro rata holding ratable share according to their respective ownership of the Notes shall be determined as of the day immediately prior to the Obligations having been date on which all Notes are paid in full), indemnify, defend and hold harmless the Collateral Agent Parties from and against any and all suitsliabilities, actionsobligations, losses, claims, damages, liabilitiespenalties, obligationsactions, judgments, penaltiessuits, costs, expenses and costs or disbursements of every any kind or nature whatsoever, whatsoever (including all attorneys’ fees reasonable and disbursements and other documented fees and expenses incurred in, and of counsel for the costs of preparing for, investigating or defending any matter (including those between or among the parties to this Agreement or in enforcing the provisions of this Section 8.7), which are or Agents) that may be imposed uponon, incurred by by, or asserted or awarded against the Collateral Agent or any other Collateral Agent Party Agents in any way relating to or arising out of this Agreement or any other Transaction Note Document or any action taken or omitted to be taken by the Collateral Agent or any other Collateral Agent Party Agents in connection herewith or therewith; provided, howeverthat, that no Purchaser shall be liable for any portion of such suitsliabilities, actionsobligations, losses, claims, damages, liabilitiespenalties, obligationsactions, judgments, penaltiessuits, costs, expenses and costs or disbursements resulting primarily from the such Agents’ gross negligence or willful misconduct of the Collateral Agent or the other Collateral Agent Parties as determined by a final non-appealable and nonappealable judgment of a court of competent jurisdiction. Without limiting the generality limitation of the foregoing, each Purchaser agrees to shall promptly following written demand therefore, pay or reimburse the Collateral Agent and Agents, ratably according to their respective ownership of the other Collateral Agent PartiesNotes (or, promptly upon demandif such payment is sought after the date on which the Notes are paid in full, for its pro rata in accordance with such Purchaser’s ratable share according to their respective ownership of the Notes immediately prior to the date on which all Notes are paid in full) of any costs or out-of-pocket costs and expenses (including attorneys’ reasonable and documented fees and disbursementsexpenses of counsel for the Agents) incurred by the Collateral Agent or the other Collateral Agent Parties, as the case may be, Agents in connection with the preparation, execution, delivery, administration, modification, amendment, restatement amendment or enforcement of (whether through negotiations, legal proceedings or otherwise)) of, or legal advice sought in respect of rights or responsibilities under, this Agreement and or any other Transaction Note Document, in each case solely to the extent that the Collateral Agent or the other Collateral Agent Parties are Agents is not reimbursed for such costs or expenses by or on behalf of the CompanyIssuer, provided that such reimbursement by the Purchasers shall not affect the Issuer’s continuing reimbursement obligations with respect thereto, if any.