Common use of Indemnification by the Parent Clause in Contracts

Indemnification by the Parent. The Parent agrees to indemnify and hold harmless the Member Holders and other parties to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”), and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person(s), if any, who controls a Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon (a) any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Parent, in writing, by such selling holder expressly for use therein. If applicable, the Parent also shall indemnify any Underwriter, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by the Parent. The Parent agrees to indemnify and hold harmless the Member Holders Purchaser and each other parties to this Agreement whose holder of Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”)Securities, and each of their respective officers, employees, affiliatesAffiliates (including Lxxxxx Lxxxxxxxx Capital Partners, Inc.), directors, partners, members, attorneys and agents, and each Person(s)Person, if any, who controls a Selling Holder any of the foregoing and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each, a an “Holder Indemnified PartyIndemnitee”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon (a) any untrue statement (or allegedly alleged untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was were registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities registration; and the Parent shall promptly promptly, but in no event more than five (5) Business Days after request for payment, pay directly or reimburse the Holder Indemnified Party each Indemnitee for any legal and any other expenses reasonably incurred by such Holder Indemnified Party Indemnitee in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Parent, in writing, by such selling holder expressly and stated to be specifically for use therein. If applicable, the The Parent also shall indemnify not refuse to enter into an underwriting agreement with any Underwriter, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1Registrable Securities on the basis that the indemnity provisions therein are unacceptable as long as the terms of such indemnity provisions are, on the whole, reasonably typical for the type of underwriting contemplated.

Indemnification by the Parent. The Parent agrees to indemnify and hold harmless the Member Holders Holder and each other parties to this Agreement whose holder of Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”)Securities, and each of their respective officers, employees, affiliates, directors, managers, partners, members, attorneys stockholders, attorneys, representatives and agents, and each Person(s)person, if any, who controls a Selling the Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon (ai) any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration StatementStatement or any documents incorporated therein by reference, or arising out of or based upon (ii) any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or (iii) any violation by the Parent or its agents of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Parent or its agents and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities registration; and the Parent shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and or defending any such expense, loss, judgment, claim, damage, liability or actionaction whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that the Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Parent, in writing, by such selling holder expressly for use therein. If applicableSuch indemnity shall survive the transfer of such securities by the Holder and any termination of this Agreement, and shall be in addition to any liability the Parent also shall indemnify any Underwriter, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1may otherwise have.

Indemnification by the Parent. The Parent agrees to indemnify and hold harmless the Member Holders Buyer, its officers, directors and other parties to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”), agents and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person(s)Person, if any, who controls a Selling Holder the Buyer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Buyer to the Parent, but only (each, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages i) with respect to information furnished in writing by the Parent or liabilities, whether joint or several, arising out of or based upon (a) any untrue statement (or allegedly untrue statement) of a material fact contained on the Parent’s behalf expressly for use in any Registration Statement under which registration statement or prospectus relating to the sale of such Registrable Securities was registered under the Securities ActSecurities, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleadingthereto, or any violation by preliminary prospectus or (ii) to the Parent extent that any Damages result from the fact that a current copy of the Securities Act prospectus (or any rule such amended or regulation promulgated thereunder applicable supplemented prospectus, as the case may be) was not sent or given to the Parent and relating Person asserting any such Damages at or prior to action or inaction required the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of the Parent in connection to provide such Person with any a current copy of the prospectus (or such registration amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (cor such amended or supplemented prospectus, as the case may be) any other information provided by would have cured the Parent, either directly or through the Underwriters, defect giving rise to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Parent, in writing, by such selling holder expressly for use therein. If applicable, the The Parent also shall agrees to indemnify any Underwriterand hold harmless underwriters of the Registrable Securities, their officers, affiliates, directors, partners, members officers and agents directors and each Person who controls such Underwriter underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Buyer provided above in this Section 4.13.07. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 3, the Buyer may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. The Parent shall not be liable under this Section 3.07 for any Damages in excess of the net proceeds realized by the Parent in the sale of Registrable Securities of the Parent to which such Damages relate.

Indemnification by the Parent. The (a) In the event the Closing occurs, the Parent agrees to shall defend, indemnify and hold harmless the Member Holders and other parties to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member HoldersPurchasers, any Affiliate of the “Selling Holders”), and each of Purchasers or their respective officerscurrent or future Representatives, employeescontrolling persons, affiliatessuccessors and permitted assigns (collectively, directors, partners, members, attorneys and agents, and each Person(s), if any, who controls a Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder Purchasers Indemnified PartyParties”), ) harmless from and against and in respect of any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, and all Losses incurred by any such Purchasers Indemnified Party arising out of or based upon in connection with (ai) any untrue statement (Breach by the Parent or allegedly untrue statement) the Sellers of a material fact any of the representations and warranties contained in Article V or in any Registration Statement under certificate or certified statement delivered pursuant hereto, (ii) any Breach by the Parent or the Sellers any of their respective covenants or agreements in this Agreement, (iii) the Excluded Assets, (iv) the Retained Liabilities, (v) any fees, costs or expenses owed to Xxxxx, Van Essen & Xxxxxx or any other broker or financial advisor, (vi) Parent’s or Sellers’ portion of the Property Taxes for which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration StatementParent is liable pursuant to Section 7.8, (bvii) any Liabilities for Taxes arising from or related to the Parent’s, Sellers’ and their Affiliates’ ownership of the Purchased Assets or operation of the Business on or prior to the Closing Date. provided, however the Parent shall have no liability for any amendment Taxes or supplement Liabilities with respect to such Registration StatementTaxes that are (A) attributable to any transaction outside the ordinary course of business of the Parent’s, Sellers’ or their Affiliates’ ownership of the Purchased Assets or operation of the Business entered into by the Purchasers or their Affiliates or at the direction of the Purchasers or their Affiliates that occurs on the Closing Date after the Closing, or (B) attributable to Taxes with respect to any taxable period or portion thereof beginning on or after the Closing Date, and (viii) any third party claims arising out of events, facts or based upon any omission (circumstances occurring or alleged omission) to state a material fact required to be stated therein existing on or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable prior to the Parent Closing and relating to action or inaction required the conduct of the Parent in connection with any such registration or Business prior to the Closing (c) any other information provided by the Parentbut, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Parent will not be liable in any such case to the extent that event, not including any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Parent, in writing, by such selling holder expressly for use therein. If applicable, the Parent also shall indemnify any Underwriter, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1Assumed Liabilities).

Indemnification by the Parent. The Parent agrees to indemnify and hold harmless the Member Holders each Holder and each other parties to this Agreement whose holder of Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”)Securities, and each of their respective officers, employees, affiliates, directors, managers, partners, members, attorneys stockholders, attorneys, representatives and agents, and each Person(s)person, if any, who controls a Selling Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon (ai) any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration StatementStatement or any documents incorporated therein by reference, or arising out of or based upon (ii) any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or (iii) any violation by the Parent or its agents of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Parent or its agents and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities registration; and the Parent shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and or defending any such expense, loss, judgment, claim, damage, liability or actionaction whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that the Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Parent, in writing, by such selling holder expressly for use therein. If applicableSuch indemnity shall survive the transfer of such securities by such Holder and any termination of this Agreement, and shall be in addition to any liability the Parent also shall indemnify any Underwriter, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1may otherwise have.

Indemnification by the Parent. The Parent agrees to indemnify and hold harmless the Member Holders and other parties to this Agreement whose Holder of Registrable Securities are which has included Registrable Securities in a registration statement filed pursuant to this Agreement (together with Member Holdersstatement, the “Selling Holders”)its officers, directors and agents and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person(s)person, if any, who controls a Selling such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder Indemnified Party”), from and against any expenses, and all losses, judgments, claims, damages or liabilitiesdamages, whether joint or several, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon (a) any untrue statement (or allegedly alleged untrue statement) statement of a material fact contained in any Registration Statement under which registration statement or final prospectus relating to the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration Statementthereto or in any preliminary prospectus, or arising out of or based upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any violation by the Parent of the Securities Act such untrue statement or any rule or regulation promulgated thereunder applicable omission based upon information furnished to the Parent and relating to action or inaction required by the Holder of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or on such Holder's behalf expressly for use therein; provided, that with respect to any omissions of material facts untrue statement or omission made in any preliminary prospectus, the indemnity agreement contained in this paragraph shall not apply to the extent that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, expense results from the fact that a current copy of the Parent will prospectus was not be liable in sent or given to the person asserting any such case to the extent that any such expense, loss, claim, damage damage, liability or liability arises out of expense at or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished prior to the Parentwritten confirmation of the sale of the Registrable Securities concerned if it is determined that it was the responsibility of the Holder of such Registrable Securities to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such loss, in writingclaim, by such selling holder expressly for use thereindamage, liability or expense. If applicable, the The Parent also shall agrees to indemnify any Underwriterunderwriters of the Registrable Securities, their officers, affiliates, directors, partners, members officers and agents directors and each Person person who controls such Underwriter underwriters on substantially the same basis as that of the indemnification of the Holder of such Registrable Securities provided above in this Section 4.1section (d).

Indemnification by the Parent. The In the event of any registration of any ------------------------------------ securities of the Parent agrees to under the Securities Act, the Parent will, and hereby does, indemnify and hold harmless the Member Holders holder of any Note Shares covered by such registration statement, its directors and officers, each other parties to this Agreement whose Registrable Securities are included Person who participates as an underwriter in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”), offering or sale of such securities and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person(s)other Person, if any, who controls a Selling Holder such holder or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement (or allegedly alleged untrue statement) statement of a any material fact contained in any Registration Statement registration statement under which the sale of such Registrable Securities was securities were registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statementtherein, (b) or any amendment or supplement to such Registration Statementthereto, or arising out of or based upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly will reimburse the Holder Indemnified Party such holder and each such director, officer, underwriter and controlling person for any legal and or any other expenses reasonably incurred by such Holder Indemnified Party them in connection with investigating and or defending any such expense, loss, judgment, claim, damageliability, liability action or action; providedproceeding, however, provided that -------- the Parent will shall not be liable in any such case to the extent that any such expense, loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon any an untrue statement or allegedly alleged untrue statement or omission or alleged omission made in such Registration Statementregistration statement, any such preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, supplement in reliance upon and in conformity with written information furnished to the ParentParent by such holder, for use in the preparation thereof and, provided, further that the Parent shall not be liable to any Person who -------- ------- participates as an underwriter, in writingthe offering or sale of Note Shares or to any other Person, by such selling holder expressly for use therein. If applicableif any, the Parent also shall indemnify any Underwriter, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same basis as that may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the indemnification provided above sale of the Note Shares to such Person if such statement or omission was corrected in this Section 4.1such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holder.

Indemnification by the Parent. The From and after the Closing, Parent agrees to indemnify and shall defend, indemnify, hold harmless and waive any claim for contribution against the Member Holders and other parties to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member HoldersBuyer, the “Selling Holders”), Company and each all of their respective officers, directors, employees, affiliates, directors, partners, members, attorneys agents and agents, and each Person(s), if any, who controls a Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder Indemnified Party”), affiliates from and against and in respect of any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, and all Losses and Expenses arising out of or based upon (a) due to a breach of any untrue statement (representation, warranty or allegedly untrue statement) covenant of a material fact the Seller contained in any Registration Statement under this Agreement, PROVIDED, that Parent shall have no obligation to indemnify Buyer (other than for indemnification claims with a respect to a breach of the representations or warranties contained in SECTIONS 3.6 and 3.9 hereof which shall not be subject to this proviso) until the sale aggregate Losses and Expense to which it would be entitled to be indemnified pursuant to this sentence shall equal or exceed Two Million Dollars ($2,000,000), in which event Parent shall be obligated only for Losses and Expenses in excess of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent sum; and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, howeverPROVIDED FURTHER, that the liability of Parent will not for indemnification hereunder shall be liable in any limited to, and all such case claims for indemnification hereunder shall be payable solely from (and to the extent that of), (i) the Cash Escrow Amount pursuant to the terms and conditions of the Cash Indemnification Escrow Agreement for any such expenseindemnification claim other than with respect to a breach of the representations or warranties contained in SECTION 3.9, loss(ii) the Tax Letter of Credit Escrow Amount pursuant to the terms and conditions of the Tax Letter of Credit Indemnification Escrow Agreement for any indemnification claim with respect to a breach of the representations contained in SECTION 3.9, claimand (iii) the Supplemental Letter of Credit Escrow Amount pursuant to the terms and conditions of the Supplemental Letter of Credit Indemnification Escrow Agreement, damage or liability arises out if and only if (A) the Cash Escrow Amount has been exhausted (and not in any event with respect of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made a claim for a breach of the representations in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectusSECTION 3.9), or any such amendment (B) a claim for indemnification is made with respect to a breach of the representations in SECTION 3.19 after the date that is fifteen (15) months after the Closing Date. The indemnification provided for in this SECTION 8.1 shall terminate on the date that is fifteen (15) months after the Closing Date and no claim may be made by Buyer hereunder or supplement, in reliance upon and in conformity with information furnished pursuant to the Parent, in writing, by such selling holder expressly for use therein. If applicableCash Indemnification Escrow Agreement, the Parent also shall indemnify any UnderwriterSupplemental Letter of Credit Indemnification Escrow Agreement, their officersthe Tax Letter of Credit Indemnification Escrow Agreement or otherwise thereafter, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that except for (x) indemnification claims with respect to a breach of the representations or warranties contained in SECTION 3.19 which may be made pursuant to the Supplemental Letter of Credit Indemnification Escrow Agreement prior to the date that is thirty (30) months after the Closing Date, and (y) indemnification provided above claims with respect to a breach of the representations or warranties contained in SECTION 3.9 which may be made pursuant to the Tax Letter of Credit Indemnification Escrow Agreement prior to the date that is thirty-six (36) months after the Closing Date. Notwithstanding anything herein to the contrary, an indemnification claim in respect of a breach of the representations or warranties in SECTIONS 3.6 and 3.18(c) and the covenants set forth in SECTION 5.11 shall not be subject to any of the limitations in this Section 4.1SECTION 8.1.

Indemnification by the Parent. The To the extent permitted by law, Parent agrees to will indemnify and hold harmless the Member Holders and other parties to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”), LM Canada and each of their respective its directors, officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person(s), if any, any person who controls a Selling Holder LM Canada within the meaning of Section 15 of the Securities Act against any losses, claims, damages, or Section 20 of liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act (eachor other federal or state law, a “Holder Indemnified Party”), from and against any expenses, insofar as such losses, judgments, claims, damages or liabilities, whether joint liabilities (or several, arising actions in respect thereof) (the "LOSSES") arise out of or are based upon any of the following statements, omissions or violations (acollectively a "DISCLOSURE VIOLATION") by Parent: (x) any untrue statement (or allegedly alleged untrue statement) statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (by) or any amendment or supplement to such Registration Statement, or arising out of or based upon any the omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or (z) any violation or alleged violation by Parent or each of its directors, officers, or any person who controls Parent within the Parent meaning of the Securities Act Act, the Exchange Act, any other federal or state securities law or any rule or regulation promulgated thereunder applicable to under the Parent and relating to action Securities Act, the Exchange Act or inaction required of the Parent any state securities law in connection with any the offering covered by such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities statement; and the Parent shall promptly will reimburse the Holder Indemnified Party each LM Canada for any legal and any or other expenses reasonably incurred by such Holder Indemnified Party them in connection with investigating and or defending any such expense, loss, judgment, claim, damage, liability or action; provided, provided however, that that, pursuant to Section 6.3, the indemnity agreement contained in this Section 6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Parent, nor shall Parent will not be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such expense, loss, claim, damage or liability it arises out of or is based upon a Disclosure Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by, or on behalf of, LM Canada; and provided further, that if any claim, action, demand, loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or allegedly alleged untrue statement or omission or alleged omission made contained in such Registration Statement, any preliminary prospectus, prospectus which did not appear in the final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished if LM Canada delivered a copy of the preliminary prospectus to the Parent, in writing, by such selling holder expressly for use therein. If applicable, the Parent also shall indemnify any Underwriter, their officers, affiliates, directors, partners, members Person alleging damage and agents and each Person who controls such Underwriter on substantially the same basis as that failed to deliver a copy of the indemnification provided above in this Section 4.1final prospectus to such Persons, Parent shall not be liable with respect to the claims of such Person.

Indemnification by the Parent. The In the event of any registration under the Securities Act pursuant to Section 2 of any Registrable Securities, the Parent agrees to will, and hereby does, indemnify and hold harmless the Member Holders and other parties to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”), each Holder and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person(s)other person, if any, who controls a Selling such Holder within the meaning of Section 15 of the Securities Act or Section 20 of (collectively, the Exchange Act (each, a “Holder Indemnified PartyParties”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising to which the Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement (or allegedly alleged untrue statement) statement of a any material fact contained contained, on the effective date thereof, in any Registration Statement registration statement under which the sale of such Registrable Securities was securities were registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statementtherein or any document incorporated therein by reference, (b) or any amendment or supplement to such Registration Statementthereto, or arising out of or based upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder under the Securities Act or state securities law applicable to the Parent and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parentregistration, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly will reimburse the Holder Indemnified Party Parties for any legal and or any other expenses reasonably incurred by such Holder Indemnified Party them in connection with investigating and or defending any such expense, loss, judgment, claim, damageliability, liability action or actionproceeding; provided, however, that the Parent will shall not be liable to any Indemnified Party in any such case to the extent that any such expense, loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or allegedly alleged untrue statement or omission or alleged omission made in such Registration Statementregistration statement, any such preliminary prospectus, final prospectus, free writing prospectus or summary prospectus, or any such amendment or supplement, supplement in reliance upon and in conformity with written information furnished to the Parent, in writing, Parent by such selling holder expressly Indemnified Party specifically for use therein. If applicable; and provided further, that the Parent also shall not be required to indemnify any Underwriter, their officers, affiliates, directors, partners, members and agents and each Person who controls against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such Underwriter on substantially deficiency is corrected in the same basis as final prospectus or for any liability that arises out of the indemnification provided above in this Section 4.1failure by an Indemnified Person seeking indemnity hereunder to deliver a prospectus as required by the Securities Act.

Indemnification by the Parent. The From and after the Closing, Parent agrees to indemnify and shall defend, indemnify, hold harmless and waive any claim for contribution against the Member Holders and other parties to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member HoldersBuyer, the “Selling Holders”), Company and each all of their respective officers, directors, employees, affiliates, directors, partners, members, attorneys agents and agents, and each Person(s), if any, who controls a Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder Indemnified Party”), affiliates from and against and in respect of any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, and all Losses and Expenses arising out of or based upon (a) due to a breach of any untrue statement (representation, warranty or allegedly untrue statement) covenant of a material fact the Seller contained in any Registration Statement under this Agreement, provided, that Parent shall have no obligation to indemnify Buyer (other than for indemnification claims with a respect to a breach of the representations or warranties contained in Sections 3.6 and 3.9 hereof which shall not be subject to this proviso) until the sale aggregate Losses and Expense to which it would be entitled to be indemnified pursuant to this sentence shall equal or exceed Two Million Dollars ($2,000,000), in which event Parent shall be obligated only for Losses and Expenses in excess of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent sum; and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, howeverfurther, that the liability of Parent will not for indemnification hereunder shall be liable in any limited to, and all such case claims for indemnification hereunder shall be payable solely from (and to the extent that of), (i) the Cash Escrow Amount pursuant to the terms and conditions of the Cash Indemnification Escrow Agreement for any such expenseindemnification claim other than with respect to a breach of the representations or warranties contained in Section 3.9, loss(ii) the Tax Letter of Credit Escrow Amount pursuant to the terms and conditions of the Tax Letter of Credit Indemnification Escrow Agreement for any indemnification claim with respect to a breach of the representations contained in Section 3.9, claimand (iii) the Supplemental Letter of Credit Escrow Amount pursuant to the terms and conditions of the Supplemental Letter of Credit Indemnification Escrow Agreement, damage or liability arises out if and only if (A) the Cash Escrow Amount has been exhausted (and not in any event with respect of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made a claim for a breach of the representations in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus or summary prospectusSection 3.9), or any such amendment or supplement, in reliance upon and in conformity (B) a claim for indemnification is made with information furnished respect to the Parent, in writing, by such selling holder expressly for use therein. If applicable, the Parent also shall indemnify any Underwriter, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that a breach of the representations in Section 3.19 after the date that is fifteen (15) months after the Closing Date. The indemnification provided above for in this Section 4.18.1 shall terminate on the date that is fifteen (15) months after the Closing Date and no claim may be made by Buyer hereunder or pursuant to the Cash Indemnification Escrow Agreement, the Supplemental Letter of Credit Indemnification Escrow Agreement, the Tax Letter of Credit Indemnification Escrow Agreement or otherwise thereafter, except for (x) indemnification claims with respect to a breach of the representations or warranties contained in Section 3.19 which may be made pursuant to the Supplemental Letter of Credit Indemnification Escrow Agreement prior to the date that is thirty (30) months after the Closing Date, and (y) indemnification claims with respect to a breach of the representations or warranties contained in Section 3.9 which may be made pursuant to the Tax Letter of Credit Indemnification Escrow Agreement prior to the date that is thirty-six (36) months after the Closing Date. Notwithstanding anything herein to the contrary, an indemnification claim in respect of a breach of the representations or warranties in Sections 3.6 and 3.18(c) and the covenants set forth in Section 5.11 shall not be subject to any of the limitations in this Section 8.1.

Indemnification by the Parent. The Parent agrees to indemnify indemnify, defend and hold harmless harmless, to the Member Holders full extent permitted by law, each Holder from and other parties against any Loss and all Losses to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member Holders, the “Selling Holders”), and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person(s), if any, who controls a Selling which Holder within the meaning of Section 15 of may become subject under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such Loss or Losses (each, a “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising Proceedings in respect thereof) arise out of or are based upon (a) any untrue statement of material fact contained in any Registration Statement (or allegedly any amendment thereto) pursuant to which Registrable Securities were registered under the Securities Act, or caused by any omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or caused by any untrue statement) statement of a material fact contained in any Registration Statement under which Prospectus (as amended or supplemented if the sale of such Registrable Securities was registered under the Securities Act, Parent shall have furnished any preliminary prospectus, final prospectus, free writing prospectus amendments or summary prospectus contained in the Registration Statement, (b) or any amendment or supplement to such Registration Statementsupplements thereto), or arising out of or based upon 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 in light of the circumstances under which they were made not misleading, except insofar as such Loss or Losses arise out of or are based upon any violation by the Parent of the Securities Act such untrue statement or any rule or regulation promulgated thereunder applicable omission based upon information relating to Holder furnished in writing to the Parent and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly reimburse the Holder Indemnified Party specifically for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or actionuse therein; provided, however, that the Parent will shall not be liable in any such case to Holder under this Section 10.4(a) to the extent that any such expenseLoss or Losses were caused by the fact that Holder sold Registrable Securities to a Person as to whom it shall be established that there was not sent or given, lossat or prior to the written confirmation of such sale, claima copy of the Prospectus as then amended or supplemented if, damage but only if, (i) the Parent has previously furnished copies of such amended or liability arises out of supplemented Prospectus to Holder, and (ii) such Loss or is based upon Losses were caused by any untrue statement or allegedly untrue statement or omission or alleged omission made contained in the Prospectus so delivered which was corrected in such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus amended or summary prospectus, supplemented Prospectus; and provided further that the indemnity agreement contained in this Section 10.4(a) shall not apply to amounts paid in settlement of any Loss or any Losses if such amendment or supplement, in reliance upon and in conformity with information furnished to settlement is effected without the consent of the Parent, in writing, by such selling holder expressly for use therein. If applicable, the Parent also which consent shall indemnify any Underwriter, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1not be unreasonably withheld.

Indemnification by the Parent. The Parent agrees to indemnify and hold harmless harmless, to the Member Holders and other parties to this Agreement whose Registrable Securities are included in a registration statement filed pursuant to this Agreement (together with Member fullest extent permitted by law, each of the Holders, each of their respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners, members or shareholders and, with respect to all of the “Selling Holders”)foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective officersRepresentatives (collectively, employeesthe “Stockholder Parties”) from and against any and all losses, affiliatespenalties, directorsjudgments, partnerssuits, memberscosts, attorneys claims, damages, liabilities and agentsexpenses, joint or several (including reasonable and each Person(s)documented attorneys’, if any, who controls a Selling Holder within the meaning accountants’ and experts’ fees and expenses and costs and expenses of Section 15 of the Securities Act or Section 20 of the Exchange Act investigation) (each, a “Holder Indemnified PartyLoss” and collectively “Losses”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising ) insofar as such Losses arise out of or based upon are relating to (ai) any untrue or alleged untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was were registered under the Securities ActAct (including any final, any preliminary prospectus, final prospectus, free writing prospectus or summary prospectus Prospectus contained in the Registration Statement, (b) therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to such Registration Statementbe a part of any Prospectus under Rule 159 under the Securities Act), any Issuer Free Writing Prospectus or arising out of amendment or based upon supplement thereto and (ii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent and relating to action or inaction required of the Parent in connection with any such registration or (c) any other information provided by the Parent, either directly or through the Underwriters, to any purchaser of Registrable Securities in connection with or at the time of sale of such Registrable Securities or any omissions of material facts that any purchaser of Registrable Securities lacked at the time of sale of such Registrable Securities and the Parent shall promptly reimburse the Holder Indemnified will reimburse, as incurred, each such Stockholder Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and or defending any such expenseclaim, loss, judgment, claim, damage, liability or action; provided, however, that the Parent will shall not be liable in to any such case Stockholder Party to the extent that any such expense, loss, claim, damage or liability Loss arises out of or is based upon any relating to an untrue statement or allegedly alleged untrue statement or omission or alleged omission made in any such Registration Statement, preliminary prospectus, final prospectus, free writing prospectus Statement or summary prospectus, or any such amendment or supplement, other document in reliance upon and in conformity with written information furnished to the Parent, in writing, Parent by such selling holder indemnified party expressly for use thereinin the preparation thereof (including without limitation any written information provided for inclusion in the Registration Statement pursuant to Section 2.04(a)(i)). If applicable, This indemnity shall be in addition to any liability the Parent may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Stockholder Party and shall survive the transfer of such securities by such Holder. The Company shall also shall indemnify any Underwriterthe underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, affiliates, directors, partners, members officers and agents directors and each Person who controls such Underwriter on substantially Persons (within the same basis as that meaning of the indemnification provided above in this Section 4.1Securities Act and the Exchange Act) as may be reasonably requested by any such parties and on customary terms.