Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a registration of any the Company's securities, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or supplement; provided, however, that the obligation to provide indemnification pursuant to this paragraph (iib) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this paragraph (b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a)) the Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; PROVIDED, HOWEVER, that (A) the indemnifying party shall not be liable in any such case to the extent that any such statement or omission is completely corrected (x) in the final prospectus, in the case of a preliminary prospectus, or (iiy) any omission in an amendment or alleged omission supplement to state a fact prospectus or prospectus supplement (PROVIDED, HOWEVER, that nothing in this clause (y) shall limit the indemnifying party's liability with respect to such seller required sales made prior to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse receipt by the Company from the indemnifying party of written notice of such an untrue statement or such an omission) and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that (B) the liability of each such seller will indemnifying party under this Section 2.7(b) shall be in proportion to and limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such sellerholder.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under which are included or are to be included in the Shelf Registration Statement, as a condition to including Registrable Securities Act pursuant in such registration statement, shall, severally and not jointly, to Section 3.1 or 3.2the full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits Representatives, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each such controlling Person's Representatives (collectively, the "Seller Indemnitees") against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person or controlling person Seller Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and was not corrected in a subsequent writing prior to or (ii) any omission or alleged omission to state a fact concurrently with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities to the Person asserting such Loss; provided, however, that the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity holders shall remain also indemnify each other Person who participates (including as an underwriter) in full force the offering or sale of Registrable Securities, their officers and effect regardless of directors and each other Person, if any, who controls any investigation made by or on behalf such participating Person within the meaning of the Company Securities Act or the Exchange Act to the same extent as provided above with respect to the Seller Indemnitees. The indemnity in this paragraph (b) of Section 7 shall be in addition to any liability such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerholder may otherwise have.

Indemnification by the Sellers. In the event of any registration of The Company may require as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus, summary prospectus or summary free writing prospectus (when taken together with the related prospectus) contained therein therein, offering circular, notification, pricing disclosure or related theretolike document, or any amendment or supplement theretoto any of the foregoing, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, amendment or supplement supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment free writing prospectus, offering circular, notification, pricing disclosure or like document relating to the Registrable Securities or in any amendment, supplement or necessary preliminary materials associated therewith are statements specifically relating to make (a) the statements therein not misleading; beneficial ownership of shares of Common Stock by such holder and its Affiliates and (b) the seller will reimburse name and address of such holder and its Affiliates. If any additional information about such holder or the Company and each such director, officer, employee, participating person and controlling person plan of distribution (other than for any legal or any other expenses reasonably incurred an underwritten offering) is specifically required by them law to be disclosed in connection with investigating or defending any such lossdocument, claim, liability, action or proceeding, provided that then such holder shall not unreasonably withhold its agreement referred to in the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement (or prospectus, as applicable).

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each of the prospective sellers of such securities, will will, severally and not jointly, indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the such seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 1.1 or 3.21.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 Sections 7.1, 7.2 or 3.2, 7.6 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.12(a), the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) the Exchange ActCompany, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.12(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.12(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 4.1 or 3.24.2, each seller of the prospective sellers of such securitiesRegistrable Securities shall, will severally and not jointly, indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statementemployees and agents, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActCompany, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person director or controlling officer or any such person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any registration statement under which such securities Registrable Securities were registered under the Securities Act, or in any preliminary prospectus, prospectus or final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; , in each case to the extent, but only to the extent that such alleged untrue statement or alleged omission was contained in written information furnished to the Company by such holder specifically for use therein, and the seller will shall reimburse the Company and each or such director, officer, employee, participating person and controlling officer or other person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, action liability or proceedingaction. Notwithstanding the foregoing, provided that the liability obligations of each such any seller will of Registrable Securities shall be in proportion to and limited to an amount equal to the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such the registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by statement to which the losses, claims, liabilities or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerdamages relate.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Sellers agree to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and --------------------------------- hold harmless the CompanyJRT and JRC and/or MTT against and in respect to all damages (as hereinafter defined) in excess of $500.00. Damages, each director of the Companyas used herein shall include any claim, each officer of the Company who shall sign such registration statementsalary, each other person who participates as an underwriterwage, broker or dealer in the offering or sale of such securities and each other personaction, if anytax, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actdemand, against any and all lossesloss, claimscost, damages or liabilitiesexpense, liability (joint or several), to which the Company or any such directorpenalty, officerand other damage, employeeincluding, participating person or controlling person may become subject under the Securities Act or otherwisewithout limitation, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon counsel fees and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; other costs and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action attempting to avoid same or proceeding, provided that the liability of each such seller will be in proportion to and limited opposition to the net amount received by such seller (after deducting imposition thereof, or in enforcing this indemnity, resulting to JRT and JRC and/or MTT from any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation inaccurate representation made by or on behalf of the Company Sellers in or pursuant to this Agreement, breach of any of the warranties made by or on behalf of the Sellers in or pursuant to this Agreement, or breach or default in the performance by the Sellers of any of the obligations to be performed by them hereunder. Hereunder, JRT and JRC shall determine whether JRT and JRC, MTT or JRT and JRC and MTT are entitled to be indemnified and such determination shall be binding on the Sellers. Notwithstanding the scope of the Sellers' representations and warranties herein, or of any individual representation or warranty, or any disclosure to JRT and JRC herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or JRT's and JRC's knowledge of any fact or facts at or prior to the Closing, damages shall also include: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of MTT, as of the date hereof not reflected in the Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Sellers; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing hereunder involving MTT or any owners thereof other than the Sellers, whether or not disclosed to JRT and JRC; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) MTT's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from MTT's failure in any respect to perform any obligation required by it to be performed at or prior to the effective date hereof or at or prior to the Closing, or by reason of any default of MTT, at the effective date hereof or at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. Khan shall reimburse and/or pay in the form of up to 10,000,000 shares of JRC Common Stock on behalf of JRT and JRC and/or MTT on demand for any payment made or required to be made by JRT and JRC and/or MTT at any time after the Closing based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages to which the foregoing indemnity relates. JRT and JRC shall give, or JRT and JRC shall cause MTT to give Khan written notice within 30 days after notification of any litigation threatened or instituted against MTT which might constitute the basis of a claim for indemnity by JRT and JRC and/or MTT against Khan. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire one year after the Closing hereunder, except in the case of the proven fraud by the Sellers hereunder as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, participating person or controlling person and in which event such right to indemnification shall survive expire one year after the transfer discovery of such securities by such sellerfraud.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 3.1, 3.2 or 3.23.4(d), each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementRegistration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, participating person or controlling person and shall survive the transfer of such securities by such sellerperson.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation thereof; provided, however, that the obligation to provide indemnification pursuant to this Section 7(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyState Auto Financial, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided however, that the obligation to provide indemnification pursuant to this Section 7.6(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 7.6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company State Auto Financial or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to State Auto Financial.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission “free writing prospectus”. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any “free writing prospectus” related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration Each seller of any Registrable Securities under and each other Person who controls such seller, within the meaning of the Securities Act pursuant to Section 3.1 or 3.2shall, each of the prospective sellers of such securitiesand hereby does, will indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 3.3(a)) the Issuer, and each director director, officer, employee and shareholder of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Issuer and each other person, if any, Person who controls the Company or any such participating person Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any registration statement under which omission or alleged omission to state therein a material fact in any such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such seller expressly specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER, that (i) the liability of such indemnifying party under this Section 3.3(b) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability, and (ii) such indemnifying party shall not be liable under this Section 3.3(b) for any loss, claim, damage, liability, action or proceeding arising from, in connection with or relating to such an untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact if such party provided the Issuer with information for inclusion in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement that would have cured such untrue statement or (ii) any alleged untrue statement of a material fact or omission or alleged omission to state a fact with respect to material fact, and the Issuer did not timely include such seller required to be stated information in any such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Issuer or any such director, officer, participating person employee, shareholder or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final 18 prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates,(iii) the name and address of such holder and (iv) solely in offerings that are underwritten offerings, the method or methods of distribution of such holders. The indemnity provided for under this section 2.7(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyCorporation, each director of the CompanyCorporation, each officer of the Company Corporation who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company Corporation or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company Corporation or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company Corporation by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net gross amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity Registration Statement; provided further that any Seller shall remain not be liable and indemnification shall not apply to amounts paid in full force and effect regardless any settlement effected without the consent of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerthat Seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.21.1, that the Company shall have received an undertaking reasonably satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against but only with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished to or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 7.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement giving rise to such liability.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, Section 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration, Shelf Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 8(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 8(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under which are included or are to be included in the Shelf Registration Statement, as a condition to including Registrable Securities Act pursuant in such registration statement, shall, severally and not jointly, to Section 3.1 or 3.2the full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits Representatives, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each such controlling Person’s Representatives (collectively, the “Seller Indemnitees”) against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person or controlling person Seller Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and was not corrected in a subsequent writing prior to or (ii) any omission or alleged omission to state a fact concurrently with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities to the Person asserting such Loss; provided, however, that the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity holders shall remain also indemnify each other Person who participates (including as an underwriter) in full force the offering or sale of Registrable Securities, their officers and effect regardless of directors and each other Person, if any, who controls any investigation made by or on behalf such participating Person within the meaning of the Company Securities Act or the Exchange Act to the same extent as provided above with respect to the Seller Indemnitees. The indemnity in this paragraph (b) of Section 7 shall be in addition to any liability such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerholder may otherwise have.

Indemnification by the Sellers. In the event of Each Holder whose Registrable Securities are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 7(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities of each such Indemnifying Party included in any such registration statement; PROVIDED FURTHER, preliminary prospectusHOWEVER, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for that in no event shall any legal or any other expenses reasonably incurred indemnity by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to a Holder under this SECTION 7(b) exceed the net amount proceeds from the offering received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementHolder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such Holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration Each seller of any Registrable Securities under and each other Person who controls such seller, within the meaning of the Securities Act pursuant to Section 3.1 or 3.2shall, each of the prospective sellers of such securitiesand hereby does, will severally and not jointly, indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer (in the offering or sale of such securities same manner and to the same extent as set forth in Section 2.9(a)) the Issuer and each other person, if any, Person who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActIssuer, against any and all lossestheir respective directors, claimsofficers, damages or liabilitiespartners, joint or severalshareholders, to which the Company or any such directoremployees, officerrepresentatives, employeeagents, participating person Affiliates or controlling person may become subject under the Securities Act or otherwisePersons, insofar as such losses, claims, damages or liabilities (or actions or proceedings in with respect thereof) arise out of or are based upon to (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission to state therein a material fact in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectusPreliminary Prospectus, final prospectus Prospectus or summary prospectus Prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such seller seller, expressly for use in therein, unless prior to the preparation printing of such registration statement, preliminary prospectusPreliminary Prospectus, final prospectusProspectus, summary prospectusProspectus, amendment or supplement the Issuer was furnished information which corrected or made not misleading the previously furnished information and the Issuer failed to incorporate such additional information into the registration statement and Prospectus amendment or supplement, and (ii) the use of any omission or alleged omission to state prospectus after such time as the Issuer has advised such indemnified party in writing that the filing of a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, post-effective amendment or supplement thereto is required, except for the use of the Prospectus as so amended or necessary supplemented, or the use of any Prospectus after such time as the obligation of the Issuer to make keep the statements therein not misleadingsame current and effective has expired; and the seller will reimburse the Company and each such directorprovided, officerhowever, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will indemnifying party under this Section 2.9(b) shall be in proportion to and limited to the amount of net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Issuer or any such director, officer, participating person partner, shareholder, employee, representative, agent, Affiliate or controlling person Person and shall survive the transfer of such securities by such seller. The reimbursements required by this Section 2.9(b) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred and reasonable documentation of the same is provided to the indemnifying party.

Indemnification by the Sellers. In the event of any registration of The Partnership may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Partnership shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless the Companyharmless, each director of the Companyseverally, each officer of the Company who shall sign such registration statementnot jointly, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities same manner and to the same extent as set forth in Section 8.1, the Partnership, the Managing General Partner, the Managing General Partners’ directors, officers, employees, agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Partnership, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Partnership by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission free writing prospectus. The Partnership and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Partnership for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any free writing prospectus related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Partnership, on the other hand, (b) the beneficial ownership of Partnership Securities by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectusthen such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 8.2. Such indemnity shall remain in full force and effect, final prospectus, summary prospectus, amendment regardless of any investigation made by or supplement on behalf of the Partnership or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each any such director, officer, employee, participating officer or controlling person and controlling person for any legal or any other expenses reasonably incurred shall survive the transfer of such Registrable Securities by them such seller. The indemnity agreement contained in connection with investigating or defending this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding, provided that proceeding if such settlement is effected without the liability consent of each such seller will (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in proportion to and limited amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless the Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActApplicable Canadian Securities Laws, and their respective directors, officers, partners, employees and affiliates, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or the Applicable Canadian Securities Laws or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities ActAct or the Applicable Canadian Securities Laws, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading; , and the seller will to reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; but only to the extent that any such loss, provided claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller, specifically stating that it is for use in the preparation thereof; provided, however, that the liability of each such seller will indemnifying party under this Section 1.7(b) shall be in proportion to and limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyState Auto Financial, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED however, that the obligation to provide indemnification pursuant to this SECTION 7.6(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 7.6(B) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company State Auto Financial or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to State Auto Financial.

Indemnification by the Sellers. In the event of any registration of The Partnership may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Partnership shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless the Companyharmless, each director of the Companyseverally and not jointly, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities same manner and to the same extent as set forth in Section 7.1, the Partnership, CVR GP, LLC and its directors, officers, employees, agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Partnership, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Partnership by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission free writing prospectus. The Partnership and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Partnership for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any free writing prospectus related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Partnership, on the other hand, (b) the beneficial ownership of Partnership Securities by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectusthen such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 7.2. Such indemnity shall remain in full force and effect, final prospectus, summary prospectus, amendment regardless of any investigation made by or supplement on behalf of the Partnership or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each any such director, officer, employee, participating officer or controlling person and controlling person for any legal or any other expenses reasonably incurred shall survive the transfer of such Registrable Securities by them such seller. The indemnity agreement contained in connection with investigating or defending this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding, provided that proceeding if such settlement is effected without the liability consent of each such seller will (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in proportion to and limited amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 1.1 or 3.2Section 1.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless (severally but not jointly) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, but not limited to, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 Sections 1.1, 1.2 or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus, summary prospectus or summary free writing prospectus (when taken together with the related prospectus) contained therein therein, offering circular, notification, pricing disclosure or related theretolike document, or any amendment or supplement theretoto any of the foregoing, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, amendment or supplement supplement. The Company and the holders of the Registrable Securities in their capacities as shareholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment free writing prospectus, offering circular, notification, pricing disclosure or like document relating to the Registrable Securities or in any amendment, supplement or necessary preliminary materials associated therewith are statements specifically relating to make (a) the statements therein not misleading; beneficial ownership of Common Shares by such holder and its Affiliates and (b) the seller will reimburse name and address of such holder and its Affiliates. If any additional information about such holder or the Company and each such director, officer, employee, participating person and controlling person plan of distribution (other than for any legal or any other expenses reasonably incurred an underwritten offering) is specifically required by them law to be disclosed in connection with investigating or defending any such lossdocument, claim, liability, action or proceeding, provided that then such holder shall not unreasonably withhold its agreement referred to in the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement (or prospectus, as applicable).

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 9.2 shall not apply to state a fact with respect to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) - transactions between such holder and its Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Class B - Common Stock by such holder and its Affiliates and (c) the name and address of - such holder. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 9.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act of a prospective seller in any registration statement filed pursuant to Section 3.1 1 or 3.2, 2 that the Company shall have received an under taking satisfactory to it from each of the such prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to state a fact with respect to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) - transactions between such holder and its Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common - Stock by such holder and its Affiliates and (c) the name and address of such - holder. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 8.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under the Securities Act which are included or are to be included in any Registration Statement filed pursuant to Section 3.1 or 3.2this Agreement, each of as a condition to including Registrable Securities in such Registration Statement, shall, to the prospective sellers of such securitiesfull extent permitted by law, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any state (or "blue sky") securities filing, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or state securities filing; (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net maximum aggregate amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.which may be

Indemnification by the Sellers. In the event Each Owner of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Requested Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statementor seller's agent, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission supplement; provided, however, that the obligation to state a fact with respect provide indemnification pursuant to this Section 3.2 shall be several, and not joint and several, among such seller required to be stated indemnifying parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale Owner of Registrable Securities pursuant to the indemnification provided for in this Section 3.2 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementOwner from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person employee, agent or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In consideration of the event of any registration of Company’s including any Registrable Securities under the Securities Act pursuant to in any Registration Statement filed in accordance with Section 3.1 2 or 3.23, each of the prospective sellers selling Holder (each, a “Holder Indemnitor”) of such securities, will Registrable Securities and any underwriter shall be deemed to have agreed severally to indemnify and hold harmless (in the Company, each director of same manner and to the Company, each officer of same extent as set forth in Section 6(A)) the Company who shall sign such registration statementand its directors, each other person who participates as an underwriterofficers, broker or dealer in the offering or sale of such securities employees, managers, attorneys, investment advisors and agents and each other person, if any, who controls person controlling the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act(each, a “Company Indemnitee”) against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with such Holder Indemnitor’s consent, which consent shall not be unreasonably withheld) to which the Company or any such director, officer, employee, participating person or controlling person Indemnitees may become subject under the Securities Act Act, common law or ‘otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise solely out of or are based solely upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which or omission or alleged omission from such securities were registered under the Securities ActRegistration Statement, any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained therein or related theretotherein, or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such seller expressly selling Holder or underwriter specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, Prospectus or amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such directorof its directors, officer, participating person officers or controlling person and Persons; provided that each Holder Indemnitor’s liability under this Section 6(B) shall survive be limited to an amount equal to the transfer of such securities net proceeds (after deducting the underwriting discount) received by such sellerHolder Indemnitor from the sale of Registrable Securities in any offering. The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including Section 6) applicable to it.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Sections 2.1 or 2.2 hereof and as a condition to indemnifying such sellers pursuant to this Section 3.1 or 3.22.6, that the Company shall have received an undertaking reasonably satisfactory to it from each of the prospective sellers of Participating Holder included in any such securities, will offering regarding its agreement to indemnify and hold harmless and reimburse (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.6) the Company, each director director, officer, employee and agent of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under pursuant to which securities of such securities were Holder are registered under the Securities ActAct (including all documents incorporated therein by reference), any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission from such registration statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto required to be stated therein or necessary to make the statements therein not misleading, if (but only if) such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly Participating Holder specifically for use in inclusion therein; PROVIDED, HOWEVER, that such Participating Holder shall not be obligated to provide such indemnity to the preparation extent that such Losses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement or to deliver timely any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement based on corrected or (ii) any omission or alleged omission supplemental information provided in writing by such Participating Holder to state a fact with respect to the Company expressly for such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingpurpose; and PROVIDED FURTHER, that the seller will reimburse obligation to provide indemnification pursuant to this Section 2.6(b) shall be several, and not joint and several, among such indemnifying parties. Notwithstanding anything in this Section 2.6(b) to the Company and each such directorcontrary, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that no event shall the liability of each any Participating Holder under such seller will indemnity be greater in proportion to and limited to amount than the net amount of the proceeds received by such seller (after deducting any underwriting discount and expenses) from Participating Holder upon the sale of its Registrable Securities pursuant in the offering to such registration statementwhich the Losses relate. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, agent or participating person or controlling person Person and shall survive the transfer of such securities by such sellerParticipating Holder.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2, 1 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities any underwriter and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against ) the foregoing Persons with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person any underwriter or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller.. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in

Indemnification by the Sellers. In the event of any registration of The Company may require, as ------------------------------ a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holders and its Affiliates, (ii) the name and address of such holder and (iii) the method or methods of distribution of such holders. The indemnity provided for under this section 2.6(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under the Securities Act pursuant in any registration statement, Parent shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 4.1) Parent, each director of the Company, each and officer of the Company who shall sign such registration statementParent, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities Registrable Securities and each other person, if any, Person who controls the Company Parent or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages Losses (or liabilities, joint actions or several, proceedings in respect thereof) to which the Company Parent or any such director, officer, employee, participating person or controlling person underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) on any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact therein required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Parent by or on behalf of such seller Holder expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Parent or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such sellerHolder. In no event will any Holder be liable for amounts in excess of the net proceeds received from the sale of its Registrable Securities in the subject offering.

Indemnification by the Sellers. In the event of any registration of The Company may require, ------------------------------ as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against each underwriter and any and all losses, claims, damages or liabilities, joint or several, of the other sellers of securities in such offering with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such directorother indemnified Person, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In consideration of the event of any registration of Company's including any Registrable Securities under the Securities Act pursuant to in any Registration Statement filed in accordance with Section 3.1 or 3.23 hereof, each of the prospective sellers seller (each, a "Holder Indemnitor") of such securities, will Registrable Securities and any underwriter shall be deemed to have agreed to indemnify and hold harmless (in the Company, each director of same manner and to the Company, each officer of same extent as set forth in Section 5(A) hereof) the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and its directors and officers and each other person, if any, who controls person controlling the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act(each, a "Company Indemnitee") against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with such Holder Indemnitor's consent, which consent shall not be unreasonably withheld) to which the Company or any such director, officer, employee, participating person or controlling person Indemnitees may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise solely out of or are based solely upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which or omission or alleged omission from such securities were registered under the Securities ActRegistration Statement, any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained therein or related theretotherein, or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such seller expressly or underwriter specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, Prospectus or amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such directorof its directors, officer, participating person officers or controlling person and shall survive Persons. The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that the transfer holder thereof acknowledge its agreement to be bound by the provisions of such securities by such sellerthis Agreement (including Section 5) applicable to it.

Indemnification by the Sellers. In (a) Subject to the event limitations set forth in this Article VIII (including the provisions of any registration of any Registrable Securities under Sections 8.1), from and after the Securities Act pursuant to Section 3.1 or 3.2Closing, each of the prospective sellers of Sellers will severally (in the proportion set forth opposite such securities, will Sellers name on Schedule 2.3(e)) indemnify and hold harmless Buyer, the Company, each director the Subsidiaries and their respective successors and permitted assigns, and the officers, employees, directors, managers, members and stockholders of Buyer, the Company and the Subsidiaries (in their capacities as such) (collectively, the “Buyer Indemnitees”) from and against, and will pay to the Buyer Indemnitees the amount of, any Losses incurred by any of the CompanyBuyer Indemnitees following the Closing, each officer whether or not involving a third party claim, arising as a result of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement breach of or alleged untrue statement inaccuracy in the representations and warranties of a fact the Company contained in any registration statement under which such securities were registered under this Agreement (including the Securities ActSchedules attached hereto and the certificates delivered pursuant hereto), any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission breach of the covenants or alleged omission to state a fact with respect to such seller required to be stated agreements of the Seller Representative contained in this Agreement (including the Schedules), (iii) any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf income Taxes of the Company or the Subsidiaries for Pre-Closing Tax Periods; provided, however, the Sellers shall not indemnify or hold harmless the Buyer Indemnitees with respect to any such directorliability for gross receipts Taxes, officermodified gross receipts Taxes, participating person franchise Taxes, net worth Taxes, privilege Taxes or controlling person any similar or related Taxes resulting from or with respect to Buyer, the Company or the Subsidiaries initiating or making any voluntary contact on or after the Closing Date with any Taxing Authority in the states identified in Schedule 8.3(a) relating to a taxable period or portion thereof ending on or before the Closing Date (a “Voluntary Disclosure”), (iv) any Company Debt that is not identified on Schedule 1.1 or any Selling Expenses that are not fully satisfied at or prior to Closing, (v) any Pre-Closing Environmental Noncompliance Fines and shall survive Penalties and (vi) the transfer Proceedings set forth as items 3 and 4 on Schedule 4.13 to the extent the Losses arising as a result of such securities by such selleritems exceed $10,000 in the aggregate. For the avoidance of doubt, Sellers agree that in the event of a breach of certain provisions of Section 4.6 as detailed on Schedule 8.3(a), Losses shall include the matters set forth in Item 3 of Schedule 8.3(a).

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 9.2 shall not apply to state a fact with respect to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) transactions between such holder and its - Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (b) the - beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) other information - - with respect to such holder as required by law. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 9.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2Sellers shall severally but not jointly, each of the prospective sellers of such securitiesindemnify, will indemnify defend and hold harmless TeamStaff, and shall reimburse TeamStaff for any Damages for which a claim is made prior to the Company, each director expiration of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personsurvival period, if any, who controls the Company under Section 8(a), arising from or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon connection with (i) any untrue statement breach of the representations and warranties of the Sellers or alleged untrue statement of a fact contained RS made in this Agreement or in any registration statement under which such securities were registered under document, agreement, instrument or certificate delivered by any Seller or RS at the Securities ActClosing pursuant to this Agreement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission failure by RS or alleged omission a Seller to state a fact perform or comply with any agreement or covenant in this Agreement, or under any document, agreement, instrument or certificate delivered at the Closing by RS or any Seller pursuant to this Agreement. Subject to subsection (d) below, with respect to such seller required any Claim by TeamStaff related to be stated in any such registration statementmatters set forth on Section 4(q) of the RS Disclosure Schedule, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary Sellers explicitly acknowledge that TeamStaff shall have a right to make a Claim for indemnification hereunder in the statements therein event that the amount so claimed by TeamStaff for indemnification as Damages exceeds the sum of $45,000, regardless of the scope of the disclosure. Notwithstanding anything contained in this Section 8(b), the indemnification obligations of any Seller under this Agreement or based upon a matter for which a claim could be made under this Agreement, except in the case of fraud or Taxes, will not misleadingexceed, in the aggregate, the sum of $1,500,000 for each of the Sellers; provided however, in the case of fraud or Claims related to Taxes, the indemnification obligations of any Seller under this Agreement to TeamStaff shall be up to, in the aggregate, the sum of $2,375,000 for each of the Sellers. In any case, any indemnification obligations owed to TeamStaff by either Seller pursuant to this Section 8 will be limited to setoff, by TeamStaff, of any amounts (principal and/or interest) owed to the Sellers by TeamStaff under the TeamStaff Promissory Note. Notwithstanding the foregoing, in the event that the amount of the Claim for indemnification by TeamStaff hereunder is related to fraud or Taxes and TeamStaff is entitled to indemnification hereunder, and the seller will reimburse amount of such Claim exceeds the Company and each such directoramount of the TeamStaff Promissory Note, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that then TeamStaff shall have the liability of each such seller will be in proportion right to and limited setoff all Earnout Payments otherwise due to the net Sellers up to the amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerClaim.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, 2 that the Company shall have received an undertaking reasonably satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against any and all losses, claims, damages or liabilities, joint or several, but only with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (ii) any omission the gross negligence, willful misconduct or alleged omission fraud of such seller. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to state a fact with respect in writing by such holders, the only information furnished to such seller required or to be stated furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 9.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller.. The indemnity agreement contained in this Section 9.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 9.2 shall be limited in amount to the net amount of proceeds

Indemnification by the Sellers. Subject to the limitations set forth herein, by approval and adoption of this Agreement, the Sellers agree to indemnify X-ceed severally for such Seller's pro rata portion (based upon the number of Shares held by such Seller immediately prior to the Closing Date relative to the total number of shares of Shares outstanding immediately prior to the Closing Date) of claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (calculated after deduction for insurance proceeds recovered or recoverable) incurred by X-ceed directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Sellers contained herein (hereinafter individually a "X-ceed Loss" and collectively "X-ceed Losses"). The right of X-ceed after the ^ ^ Closing Date to assert indemnification claims and receive indemnification payments from the Sellers pursuant to this Article VI shall be the sole and exclusive right and remedy exercisable by such parties with respect to any unintentional inaccuracy or breach in any representation, warranty, or covenant contained in this Agreement or in any instrument delivered pursuant to this Agreement or in connection with the transactions contemplated hereby; provided, however, this section shall not apply to any misrepresentation or breach or warranty of which the Sellers had actual knowledge or any intentional failure to perform or comply with any agreement to which intentional acts and knowing misrepresentations the Sellers shall be liable for all X-ceed Losses with respect thereto. X-ceed may not receive any indemnification from the Sellers unless and until a Claim Notice (as defined in Section 6.4 below) identifying X-ceed Losses, the aggregate cumulative amount of which exceed five hundred thousand dollars ($500,000), have been delivered to the Sellers as provided in Section 6.4; in such case, X-ceed may recover from the Sellers the entire amount of the cumulative X-ceed Losses. The obligations of the Sellers to indemnify and hold harmless X-ceed shall also apply to any action, claim or suit which arises from the operations of Water Street prior to the Closing Date, to the extent that the aggregate cumulative amount of Water Street's liability thereunder is in excess of five hundred thousand dollars ($500,000) and is not covered by insurance and to the extent that such action, claim, suit or matter is not disclosed in this Agreement or the Schedules attached hereto. The Sellers shall not be obligated to indemnify X-ceed for any claim asserted more than sixteen (16) months after the Closing Date. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, third party claim, liabilitythe procedure set forth in Section 6.4 below shall apply, action or proceeding, provided except that no settlement shall be effective without the liability of each such seller will be in proportion to Sellers' consent and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerapproval.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyIssuer, each director of the Companyits managers and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company Issuer or any such director, officer, employee, participating person manager or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuer through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission supplement; PROVIDED that the obligation to state a fact with respect provide indemnification pursuant to this Section 6.02 shall be several, and not joint and several, among such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; Indemnifying Parties and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 6.02 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Issuer or any such directormanager, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and managers and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Issuer.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 the Securities Act and, unless indemnification of such Persons is otherwise provided for in the applicable underwriting agreement, each underwriter, its directors, officers and each Person, if any, who controls such underwriter within the meaning of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information or affidavit furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 6(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.27.6, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in subdivision (a) of this Section 7.9) each underwriter, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or (ii) sale of Registrable Securities or any omission or alleged omission to state a fact with respect to other person, if any, who controls such seller required to be stated underwriter within the meaning of the Securities Act, in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary case to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending extent that any such loss, claim, liabilitydamage, liability (or action or proceedingproceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, provided that as the liability of each such seller will same may be in proportion to and limited then supplemented or amended, to the net amount received by such seller (after deducting any underwriting discount and expenses) from person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities pursuant to such registration statementperson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 7.9(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.22.3, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or (ii) sale of Registrable Securities or any omission or alleged omission to state a fact with respect to other person, if any, who controls such seller required to be stated underwriter within the meaning of the Securities Act, in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary case to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending extent that any such loss, claim, liabilitydamage, liability (or action or proceedingproceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, provided that as the liability of each such seller will same may be in proportion to and limited then supplemented or amended, to the net amount received by such seller (after deducting any underwriting discount and expenses) from person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities pursuant to such registration statementperson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. In the event of connection with any registration of any Registrable Securities under statement filed by the Securities Act Company pursuant to Section 3.1 or 3.22 hereof in which a Holder has registered for sale Registrable Securities, each such Holder or seller of the prospective sellers of such securitiesRegistrable Securities, will severally and not jointly, shall, and hereby agrees to, indemnify and hold harmless the CompanyCompany and each of its directors, each director of the Companyofficers, each officer of the Company who shall sign such registration statementemployees and agents, each other person Person who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and securities, each other personPerson, if any, who controls the Company or Company, any such participating person underwriter and each other seller (within the meaning of Section 15 of the Securities Act Act) and such underwriter's or other seller's directors, officers, stockholders, partners, employees, agents and affiliates (each a "Holder Indemnitee" for purposes of this Section 20 of the Exchange Act7(b)), against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, Losses insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act, Offering Documents or any preliminary prospectus, final prospectus omission or summary prospectus contained alleged omission to state therein a material fact required to be stated therein or related thereto, or any amendment or supplement theretonecessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder or seller of Registrable Securities specifically stating that it is expressly for use in the preparation of such registration statementtherein; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that -------- ------- the liability of each such seller will indemnifying party under this Section 7(b) shall be in proportion to and limited to the amount of the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person Holder Indemnitee and shall survive the transfer of such securities by such sellerHolder.

Indemnification by the Sellers. In the event Each Owner of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Requested Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use or seller's agent, and used in the preparation of such registration statement, any preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission supplement; provided, however, that the obligation to state a fact with respect provide indemnification pursuant to this Section 4.2 shall be several, and not joint and several, among such seller required to be stated indemnifying parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale Owner of Registrable Securities pursuant to the indemnification provided for in this Section 4.2 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementOwner from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person employee, agent or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as ------------------------------ a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.22.3, each of that the Company shall have received an ----------- undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) each underwriter, each Person who controls such ----------- underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; provided that such prospective seller shall not be -------- liable to any Person who participates as an underwriter in the offering or (ii) sale of Registrable Securities or any omission or alleged omission to state a fact with respect to other Person, if any, who controls such seller required to be stated underwriter within the meaning of the Securities Act, in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary case to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending extent that any such loss, claim, liabilitydamage, liability (or action or proceedingproceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, provided that as the liability of each such seller will same may be in proportion to and limited then supplemented or amended, to the net amount received by such seller (after deducting any underwriting discount and expenses) from Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities pursuant to such registration statementPerson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section ------- 3.2 be greater in amount than the dollar amount of the proceeds received by such --- holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. In the event Each Holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, will, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller expressly Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statementsupplement; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller obligation to provide indemnification pursuant to this Section 2.6(b) will be in proportion to several, and limited to not joint and several, among such Indemnifying Parties on the net amount received by such seller (after deducting any underwriting discount and expenses) from basis of the sale number of Registrable Securities pursuant to included in such registration statement. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall will survive the transfer of such securities by such sellerHolder. Such Holders will also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriterpartners, broker or dealer in the offering or sale of such securities employees, agents and Affiliates and each other personPerson, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company against any and all lossesloss, claimsliability, damages claim, damage or liabilities, joint or several, to which the Company expense (or any such director, officer, employee, participating person action or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings proceeding in respect thereof) arise out of or are based upon (i) described in Section 7.1 but only with respect to any untrue statement or omission or alleged untrue statement of a fact contained omission made in any such registration statement under which such securities were registered under (or any amendment thereto), including the Securities ActRule 430A Information and the 434 Information, if applicable, or any preliminary prospectus, final prospectus or summary supplement prospectus contained therein in such registration statement or related thereto, used in connection with the offering of securities covered thereby (or any amendment or supplement thereto, if such statement or omission was made ) in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statementstatement (or any amendment thereto), including the Rule 430A Information and the 434 Information, if applicable, or any preliminary prospectus, final prospectus, summary prospectus, prospectus or supplement prospectus contained in such registration statement or used in connection with the offering of securities covered thereby (or any amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthereto). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, liability, claim, damage, expense, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In Each Seller agrees, severally and not jointly, as a consequence of the event inclusion of any registration of any his Registrable Securities under in the Securities Act Registration Statement pursuant to Section 3.1 or 3.2this Article IV, each of the prospective sellers of such securities, will (i) to indemnify and hold harmless the CompanyBuyer, each director of its directors, its officers who sign the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Registration Statement and each other person, if any, who controls the Company or any such participating person Buyer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, liabilities to which the Company Buyer or any such director, officer, employee, participating person or controlling person other persons may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any registration statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Buyer by such seller Seller expressly for use in the preparation of such registration statementtherein, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or and (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person Buyer for any legal or any other expenses reasonably incurred by them the Buyer in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the liability no Seller shall be liable under this Section 4.5(b) for any amount in excess of each such seller will be in proportion to and limited to the net amount received by proceeds paid to such seller (after deducting any underwriting discount and expenses) from the sale Seller in respect of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made sold by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerhim.

Indemnification by the Sellers. In the event of any registration ------------------------------ of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriterunder- writer, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in -------- proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration Each seller of any Registrable Securities under and each other Person who controls such seller, within the meaning of the Securities Act pursuant to Section 3.1 or 3.2shall, each of the prospective sellers of such securitiesand hereby does, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer (in the offering or sale same manner and to the same extent as set forth in Section 1.4(a)) Gateway, and each director, officer, employee and stockholder of such securities Gateway and each other person, if any, Person who controls the Company or any such participating person Gateway within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any registration statement under which omission or alleged omission to state therein a material fact in any such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, but only if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Gateway by or on behalf of such seller expressly specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that (i) the liability of such indemnifying party under this Section 1.4(b) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability, and (ii) such indemnifying party shall not be liable under this Section 1.4(b) for any loss, claim, damage, liability, action or proceeding arising from, in connection with or relating to such an untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact if such party provided Gateway with information for inclusion in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement that would have cured such untrue statement or (ii) any alleged untrue statement of a material fact or omission or alleged omission to state a fact with respect to material fact, and Gateway did not timely include such seller required to be stated information in any such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Gateway or any such director, officer, participating person employee, stockholder or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of As a condition to ------------------------------ including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless the Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActApplicable Canadian Securities Laws, and their respective directors, officers, partners, employees and affiliates, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or the Applicable Canadian Securities Laws or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities ActAct or the Applicable Canadian Securities Laws, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading; , and the seller will to reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; but only to the extent that any such loss, provided claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller, specifically stating that it is for use in the preparation thereof; provided, however, that the liability of each such seller will indemnifying party under this Section 1.7(b) shall be in proportion to and limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration ------------------------------ of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged - untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to -- state a fact with factwith respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in -------- proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this section 2.7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement contained in the section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates and (iii) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence. The indemnity provided under this section 2.7(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, 1.2 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld, conditioned or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 Sections 1.1 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1 hereof, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with re spect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. (The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its - Affiliates, on the one hand, and the Company, on the other hand, (b) the - beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information - about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expensesthis Section 8.2.) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreason ably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2Each Seller shall, each of the prospective sellers of such securitiesseverally and not jointly, will indemnify and hold harmless the CompanyPurchaser, its directors, officers, agents and employees, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person Purchaser (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), against any and all lossesthe directors, claimsofficers, damages agents or liabilities, joint or severalemployees of such controlling Persons, to which the Company or any such directorfullest extent permitted by applicable law, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise from and against all Losses arising solely out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final Prospectus or any form of prospectus or summary prospectus contained therein or related thereto, or in any amendment or supplement theretothereto or in any preliminary Prospectus, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation arising solely out of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state of a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading; misleading to the extent, but only to the extent, that such untrue statement, alleged untrue statement, omission or alleged omission is based solely upon information regarding such Seller furnished in writing to the Purchaser by such Seller expressly for use therein, or to the extent that such information relates to such Seller or such Seller’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Seller expressly for use in the seller will reimburse Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the Company case of an occurrence of an event of the type specified in Section 8.2(c)(v)- (vii), the use by such Seller of an outdated or defective Prospectus after the Purchaser has notified such Seller in writing that the Prospectus is outdated or defective and each prior to the receipt by such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them Seller of the Advice contemplated in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that Section 8.5. In no event shall the liability of each such seller will any Seller hereunder be greater in proportion to and limited to amount than the dollar amount of the net amount received proceeds in respect of the sale by such seller (after deducting any underwriting discount and expenses) from Seller of the sale of Registrable Securities pursuant giving rise to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerindemnification obligation.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act of a prospective seller in any registration statement filed pursuant to Section 3.1 2 or 3.2, 3 that the Company shall have received an undertaking satisfactory to it from each of the such prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person. The indemnity agreement contained in this Section 9.2 shall not apply to state a fact with respect to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (A) transactions between such holder and its Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (B) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (C) the name and address of such holder. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 9.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of As a condition to including any ------------------------------ Registrable Securities in any registration of any Registrable Securities under statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this SECTION 2.6) the ----------- Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statementsupplement; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will indemnifying party -------- ------- under this SECTION 2.6(B) shall be in proportion to and limited to the net amount of proceeds received by -------------- such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2(a) The Sellers will, each of the prospective sellers of such securitiesjointly and severally, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Acquiror Indemnitee from and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any Damages suffered or incurred by any Acquiror Indemnitee and all losseswhich relate to, claims, damages arise from or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon a result of: (i) any untrue statement inaccuracy in, breach or alleged untrue statement breach of any representation or warranty of the Acquired Companies or the Sellers set forth in this Agreement, any Related Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith or therewith, in each case, without giving effect to any materiality, “Material Adverse Effect” or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, except in each case, (A) for purposes of the representations and warranties in Section 4.5 (Financial Statements) and Section 4.9(b) (Absence of Changes or Events), and (B) the disclosure of lists of items of a fact contained material nature or above a specific threshold in any registration statement under which case such securities were registered under qualification shall not be deleted solely for purposes of determining the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation lists of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or items that must be disclosed; (ii) any omission breach or alleged omission to state a fact with respect to such seller breach of any covenant or obligation of the Sellers; (iii) the amount of any Company Indebtedness, Transaction Expenses or Cash Incentive Amount not deducted from the Closing Cash Payment; (iv) any pre-Closing payments or distributions made, or that were required to be stated in made, under the Profit Participation Agreements; (v) any such registration statementIncremental Employer PPA Payroll Amount or Incremental Employer Bonus Payroll Amount not deducted from the Earn-out Consideration, preliminary prospectusExcess Closing Cash or Excess Working Capital, final prospectus, summary prospectus, amendment as applicable; (vi) any Adjustments Deficiency payable to Acquiror pursuant to Section 2.3 or supplement or necessary Cash Adjustments Deficiency payable to make Acquiror pursuant to Section 2.4; (vii) the statements therein not misleadingitems listed on Schedule 9.2(a)(vii) of the Disclosure Schedules; (viii) the indemnification provisions of Section 6.10(i)(ii); and (ix) any Covered Taxes and any Taxes of the seller will reimburse Acquired Companies or Acquiror resulting from the purchase by the Acquired Companies or Acquiror, immediately after the Closing, of any Equity Securities of CTS or Consolidated Turbine Specialists Canada LLP not owned by the Company and each such directorat Closing. (b) In the event any Acquired Company suffers, officer, employee, participating person and controlling person for incurs or otherwise becomes subject to any legal Damages as a result of or any other expenses reasonably incurred by them in connection with investigating any inaccuracy in, breach or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless alleged breach of any investigation made by representation, warranty, covenant or on behalf obligation, then (without limiting any of the rights of any Acquired Company or any such directoras an Acquiror Indemnitee) Acquiror shall also be deemed, officerby virtue of its ownership of the equity interests of the Acquired Companies, participating person or controlling person and shall survive the transfer of such securities by such seller.to have incurred 63

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 3(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 3(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of Each Seller shall, severally but not jointly with any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2other Seller, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Acquiror Indemnified Persons from and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Indemnifiable Damages to which the Company or any such director, officer, employee, participating person or controlling person Acquiror Indemnified Person may become subject (under the Securities Act or otherwise, insofar as ) to the extent such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Indemnifiable Damages arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under or incorporated or deemed incorporated by reference into the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, Registration Statement or any amendment other document filed in accordance with Article II hereof or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited but only to the net amount received by extent that (i) such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant untrue statement or omission is made in reliance upon or in conformity with written information furnished to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made Acquiror Parent by or on behalf of such Seller specifically for use in the Company preparation of the Registration Statement or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing, (ii) related to the use by such Seller of an outdated or defective prospectus after having been notified pursuant to the last sentence of Section 2.1(a) that the Registration Statement (as then in effect) is outdated or defective, or (iii) related to such Seller’s (or any other indemnified Person’s) failure to deliver, or cause to delivered, any prospectus or supplement to the Registration Statement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or omission at or prior to the written confirmation of the sale of Acquiror Parent Common Stock to such director, officer, participating person Person if such statement or controlling person and shall survive the transfer of omission was corrected in such securities by such sellerprospectus or supplement.

Indemnification by the Sellers. In the event Each seller of Registrable Securities included in any registration of any Registrable Securities under the Securities Act statement filed pursuant to Section 3.1 1 or 3.2, each of the prospective sellers of such securities, will 2 shall indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 9.2 shall not apply to state a fact with respect to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) the statements therein not misleading; beneficial ownership of shares of Common Stock by such holder and its Affiliates, (b) the name and address of such holder and (c) other information with respect to such holder as required by law. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 9.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyState Auto Financial, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this Section 7.06(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 7.06(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company State Auto Financial or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to State Auto Financial.

Indemnification by the Sellers. In connection with any ------------------------------ registration statement filed by the event of any registration of any Registrable Securities under the Securities Act Company pursuant to Section 3.1 or 3.23 hereof in which a Holder has registered for sale Registrable Shares, each such Holder or seller of the prospective sellers of such securitiesRegistrable Shares, will severally and not jointly, shall, and hereby agrees to, indemnify and hold harmless the CompanyCompany and each of its directors, each director of the Companyofficers, each officer of the Company who shall sign such registration statementemployees and agents, each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and securities, each other personPerson, if any, who controls the Company or Company, any such participating person within the meaning of Section 15 of the Securities Act underwriter and each other seller and such underwriter's or Section 20 of the Exchange Actother seller's directors, officers, stockholders, partners, employees, agents and affiliates (each a "Holder Indemnitee"), ----------------- against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, Losses insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act, Offering Documents (or any preliminary prospectus, final prospectus document incorporated by reference therein) or summary prospectus contained any omission or alleged omission to state therein a material fact required to be stated therein or related thereto, or any amendment or supplement theretonecessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or seller of Registrable Shares specifically stating that it is expressly for use in the preparation of such registration statementtherein; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will -------- ------- indemnifying party under this Section 9(b) shall be in proportion to and limited to the amount of the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person Holder Indemnitee and shall survive the transfer of such securities the Registrable Shares by such sellerHolder.

Indemnification by the Sellers. In Each Seller individually and severally, agrees to indemnify, defend and hold the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, Buyer and each of the prospective sellers of such securities, will indemnify its directors and hold officers harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities from and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesloss, claimsliability, damages or liabilitiesdamage, joint or severalcosts and expenses (including interest, to which penalties and attorneys' fees) (collectively, "Losses") that the Company Buyer or any such director, officer, employee, participating person of its affiliates may incur or controlling person may become subject under to arising out of or due to any (i) inaccuracy of any representation or the breach of any warranty or covenant of the Sellers contained in this Agreement or (ii) Losses relating to the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, Registration Statement or any amendment or supplement thereto, if such or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and which was included (or omission was made failed to be included) in the Registration Statement or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Buyer by such seller expressly Seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereof or (iiiii) any omission violation by any Seller of any rule or alleged omission regulation promulgated under the Securities Act, Exchange Act or any states securities law applicable to state a fact any such Seller and relating to action or inaction required of the Seller in connection with respect to any such seller registration. In the event that any Seller is required to be stated in pay the Buyer or any of its officers or directors under this Section 10.1, each such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller Seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding. Notwithstanding the above, provided that any claim by the liability Buyer of each such seller will Seller for indemnification for Losses arising from a breach of representation, warranty or covenant of Millennium or such Seller shall be in proportion to and limited to the net amount lesser of: such Seller's proportionate share of the Losses calculated as a proportion of the Datatec Common Stock received by such seller (after deducting any underwriting discount and expenses) from the sale Seller prior to payment of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.claim; and

Indemnification by the Sellers. In If the event of any registration of any Registrable Securities under Closing occurs, and subject to the Securities Act pursuant to limitations expressly set forth in Section 3.1 or 3.28.4 and Section 8.5, each of the prospective sellers of such securities, Sellers will jointly and severally indemnify and hold harmless the CompanyPurchaser and its directors, each director of officers, employees, agents, representatives, stockholders and Affiliates (collectively, the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities "Purchaser Indemnified Parties") from and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact other than Losses with respect to such seller required Taxes, for which the provisions of Section 9.1(a) will govern) incurred by the Purchaser Indemnified Parties arising or resulting from (a) the failure of any of the representations or warranties made by the Sellers in this Agreement or in any Ancillary Agreements or other agreements delivered in connection herewith or therewith to be stated true and correct in all respects at and as of the date hereof and at and as of the Closing Date (other than breaches of the representations and warranties set forth in Section 3.27, for which the provisions of Section 8.1(d) will govern); (b) the breach of any covenant or other agreement on the part of the Sellers under this Agreement or any Ancillary Agreements or other agreements delivered in connection herewith or therewith; (c) the indemnification obligations set forth in Section 10.7 of this Agreement; (d) the Acquired Companies' failure to comply, at any time prior to the Closing, with the testing and reporting requirements of the Defense Logistics Agency and Defense Supply Center Columbus, whether applicable directly or indirectly, including, without limitation, the requirements necessary for any Acquired Company to be listed on the DoD List for the Mil Spec Products and the requirements applicable to those other Products of the Acquired Companies that are or have been on the DoD List (in which case, for the avoidance of doubt, Losses will include, without limitation, all costs associated with any and all criminal fines, applicable penalties and product recall expenses arising out of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary failure to make the statements therein not misleadingcomply); and (e) to the seller will reimburse extent not already reduced from the Company and each such directorPurchase Price pursuant to the terms of Article 2, officerany fees, employeecommissions, participating person and controlling person or like payments by any Person having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for any legal or any other expenses reasonably incurred by them the Acquired Companies in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received transactions contemplated by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerthis Agreement.

Indemnification by the Sellers. In the event of connection with any registration of any Registrable Securities under statement filed by the Securities Act Company pursuant to Section 3.1 or 3.22 hereof in which a Holder has registered for sale Registrable Securities, each such Holder or seller of the prospective sellers of such securitiesRegistrable Securities, will severally and not jointly, shall, and hereby agrees to, indemnify and hold harmless the CompanyCompany and each of its directors, each director of the Companyofficers, each officer of the Company who shall sign such registration statementemployees and agents, each other person Person who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and securities, each other personPerson, if any, who controls the Company or Company, any such participating person underwriter and each other seller (within the meaning of Section 15 of the Securities Act Act) and such underwriter's or other seller's directors, officers, stockholders, partners, employees, agents and affiliates (each a "Holder Indemnitee" for purposes of this Section 20 of the Exchange Act7(b)), against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, Losses insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act, Offering Documents or any preliminary prospectus, final prospectus omission or summary prospectus contained alleged omission to state therein a material fact required to be stated therein or related thereto, or any amendment or supplement theretonecessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder or seller of Registrable Securities specifically stating that it is expressly for use in the preparation of such registration statementtherein; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will indemnifying party under this Section 7(b) shall be in proportion to and limited to the amount of the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person Holder Indemnitee and shall survive the transfer of such securities by such sellerHolder.

Indemnification by the Sellers. In the event The Company may require, as a condition to including Registrable Securities of any prospective seller in any registration of any Registrable Securities under the Securities Act statement filed pursuant to Section 3.1 1.1 or 3.2, each 2 that the Company shall have received an undertaking satisfactory to it from such prospective seller of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 9.2 shall not apply to state a fact with respect to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller required (which consent shall not be unreasonably withheld or delayed). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) transactions between such holder and its Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 9.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In Each Indemnified Seller, as a condition to including its securities in the event of any applicable registration of any Registrable Securities under statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person or controlling person other Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 34 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly Indemnified Seller specifically for use in the preparation thereof; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this Section 6C.2 shall be several, and not joint and several, among each of such the Indemnified Sellers on the basis of the number of securities included by each in the applicable registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse aggregate amount which may be recovered from any holder of securities pursuant to the Company and each such director, officer, employee, participating person and controlling person indemnification provided for any legal or any other expenses reasonably incurred by them in this Section 6C.2 in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability sale of each such seller will Registrable Securities shall be in proportion to and limited to the net amount total proceeds received by such seller (after deducting any underwriting discount and expenses) holder from the sale of Registrable Securities pursuant to such registration statementsecurities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person other Person and shall survive the transfer of such securities by such selleran Indemnified Seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.21, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 6.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission “free writing prospectus”. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any “free writing prospectus” related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 6.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 6.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 6.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act pursuant in any registration statement filed in accordance with section 20.1 or 20.2, that it shall have received an undertaking, reasonably satisfactory to Section 3.1 or 3.2it, each of from the prospective sellers seller of such securitiesRegistrable Securities or any underwriter, will to indemnify and hold harmless (in the Company, each director of same manner and to the Company, each officer of same extent as set forth in section 20.5(a)) the Company who shall sign and its directors, officers and controlling Persons, and their respective directors, officers, general and limited partners, managing directors, and, in the case of an undertaking from a prospective seller of Registrable Securities, any underwriter, and their respective controlling Persons with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller expressly or underwriter, specifically stating that it is for use in the preparation of such registration statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, prospectus or amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Company, any seller, or any such directorunderwriter, officeras the case may be, participating person or any of their respective directors, trustees, officers, controlling person Persons, general or limited partners or managing directors and shall survive the transfer of such securities by such underwriter. The obligations of the Company and such sellers pursuant to this section 20.5 are to be several; provided, however, that, with respect to each claim pursuant to this -------- ------- section 20.5, the Company shall be liable for the full amount of such claim and each such seller's maximum liability under this section shall be limited to an amount equal to the net proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2in any registration statement, each of the prospective sellers of such securities, will seller shall agree to indemnify and hold harmless severally and not jointly (in the Companysame manner and to the same extent as set forth in Section 2.4(a)) Buyer, and each director director, 63 69 officer, employee and shareholder of the Company, each officer of the Company who shall sign such registration statement, Buyer and each other person Person, if any, who participates or may be considered as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person Buyer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, ("Buyer Indemnified Parties") with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission to state therein a material fact in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Buyer through an instrument duly executed by or on behalf of such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (provided that the liability of such indemnifying party under this clause (i) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability), or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in sale of any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received Registrable Securities by such seller under the circumstances described in clause (after deducting any underwriting discount and expensesii) from of the sale of Registrable Securities pursuant proviso to such registration statementSection 2.4(a). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person Buyer Indemnified Parties and shall survive the transfer of such securities by such seller.. (c)

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 9.3, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this section 9.6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and strictly in conformity with written information (which information shall be limited to a brief description of the seller, its holdings of the Registrable Securities to be sold and its plan of distribution therefor) furnished to the Company by such seller expressly in an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. Such seller shall agree to provide for such contribution relating to such indemnity as shall be reasonably requested by the Company or the underwriters, provided that such seller shall not be required to make any contribution unless it is at fault under the standards set forth in the first sentence of this section 9.6(b). The indemnity and contribution provided by each seller of securities under this section 9.6(b) shall be provided severally and not jointly or jointly and severally with any other seller or prospective seller of securities and shall be limited in amount to the net amount of proceeds received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any ------------------------------ registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged - untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to -- state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided PROVIDED that the liability of each such seller will be in -------- proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that -------- ------- the obligation to provide indemnification pursuant to this Section 5(b) any omission or alleged omission to state a fact with respect to shall be ------------ several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 5(b) in ------------ connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event Each Owner of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Requested Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statementor seller's agent, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 3(B) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated indemnifying parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale Owner of Registrable Securities pursuant to the indemnification provided for in this SECTION 3(B) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementOwner from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person employee, agent or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages Losses or liabilities, joint or several, to which the Company or any such director, officer, principals, members, partners, agents, advisors, representatives, affiliates, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such lossesLosses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilityLoss, action or proceeding, provided that the liability of each such seller will (i) be individual, not joint and several and (ii) be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates,(iii) the name and address of such holder and (iv) solely in offerings that are underwritten offerings, the method or methods of distribution of such holders. The indemnity provided for under this section 2.7(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act of a prospective seller in any registration statement filed pursuant to Section 3.1 1 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the such prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to state a fact with respect to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) - transactions between such holder and its Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common - Stock by such holder and its Affiliates and (c) the name and address of such - holder. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 8.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of It shall be a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 7.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.2 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally and ratably, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. (The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or the holder thereof or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iiA) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (B) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (C) the name and address of such holder and (D) any omission other information relating to the Registrable Securities or alleged omission to state a fact with respect to such seller the holder thereof required to be stated furnished in a registration statement by applicable law. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 9.2). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 9.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 9.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Sellers agree to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and ------------------------------ hold harmless the CompanyJRT and/or MTT against and in respect to all damages (as hereinafter defined) in excess of $500.00. Damages, each director of the Companyas used herein shall include any claim, each officer of the Company who shall sign such registration statementsalary, each other person who participates as an underwriterwage, broker or dealer in the offering or sale of such securities and each other personaction, if anytax, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actdemand, against any and all lossesloss, claimscost, damages or liabilitiesexpense, liability (joint or several), to which the Company or any such directorpenalty, officerand other damage, employeeincluding, participating person or controlling person may become subject under the Securities Act or otherwisewithout limitation, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon counsel fees and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; other costs and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action attempting to avoid same or proceeding, provided that the liability of each such seller will be in proportion to and limited opposition to the net amount received by such seller (after deducting imposition thereof, or in enforcing this indemnity, resulting to JRT and/or MTT from any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation inaccurate representation made by or on behalf of the Company Sellers in or pursuant to this Agreement, breach of any of the warranties made by or on behalf of the Sellers in or pursuant to this Agreement, or breach or default in the performance by the Sellers of any of the obligations to be performed by them hereunder. Hereunder, JRT shall determine whether JRT, MTT or both JRT and MTT are entitled to be indemnified and such determination shall be binding on the Sellers. Notwithstanding the scope of the Sellers' representations and warranties herein, or of any individual representation or warranty, or any disclosure to JRT herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or JRT's knowledge of any fact or facts at or prior to the Closing, damages shall also include: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of MTT, as of the date hereof not reflected in the Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Sellers; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing hereunder involving MTT or any owners thereof other than the Sellers, whether or not disclosed to JRT; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) MTT's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from MTT's failure in any respect to perform any obligation required by it to be performed at or prior to the effective date hereof or at or prior to the Closing, or by reason of any default of MTT, at the effective date hereof or at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. Khan shall reimburse and/or pay in the form of up to 10,000,000 shares of JRT Common Stock on behalf of JRT and/or MTT on demand for any payment made or required to be made by JRT and/or MTT at any time after the Closing based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages to which the foregoing indemnity relates. JRT shall give, or JRT shall cause MTT to give Khan written notice within 30 days after notification of any litigation threatened or instituted against MTT which might constitute the basis of a claim for indemnity by JRT and/or MTT against Khan. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire one year after the Closing hereunder, except in the case of the proven fraud by the Sellers hereunder as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, participating person or controlling person and in which event such right to indemnification shall survive expire one year after the transfer discovery of such securities by such sellerfraud.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.21, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 6.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission “free writing prospectus”. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any “free writing prospectus” related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 6.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller.. The indemnity agreement contained in this Section 6.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, but otherwise in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its Affiliates, on the one hand, and the Company and/or its subsidiaries, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2in any registration statement, each of the prospective sellers of such securities, will seller shall agree to indemnify and hold harmless severally and not jointly (in the Companysame manner and to the same extent as set forth in Section 2.4(a)) Parent, and each director director, officer, employee and shareholder of the Company, each officer of the Company who shall sign such registration statement, Parent and each other person person, if any, who participates or may be considered as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, person who controls the Company or any such participating person Parent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, ("Parent Indemnified Parties") with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission to state therein a material fact in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Parent through an instrument duly executed by or on behalf of such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (provided that the liability of such indemnifying party under this clause (i) shall Exhibit 5.06-6 be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability), or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in sale of any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received Registrable Securities by such seller under the circumstances described in clause (after deducting any underwriting discount and expensesii) from of the sale of Registrable Securities pursuant proviso to such registration statementSection 2.4(a). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person Parent Indemnified Parties and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this Section 3.1 or 3.22, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in clause (i) of this Section 2(e)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such seller expressly specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (ii) such application, which information contained any omission untrue statement of any material fact or alleged omission omitted to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. The indemnity provided by each seller of securities under this Section 2(e)(ii) shall be provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and shall be limited in amount to the lesser of (A) such seller's allocable portion (based upon the number of Registrable Securities included in the registration statement) of the liability for indemnification and (B) the net amount of proceeds received by such seller from the sale of Registrable Securities pursuant to such registration statement. It is agreed that the indemnity agreement contained in this clause (ii) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of such seller of such securities (which consent shall not be unreasonably withheld).

Indemnification by the Sellers. In the event of any registration of It shall be a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, or 3.2, 2 (including any Take-Down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its Affiliates, on the one hand, and the Company and/or its subsidiaries, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each Holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, will, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation or on behalf of such registration statementHolder; provided however, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller obligation to provide indemnification -------- ------- pursuant to this Section 2.6(b) will be in proportion to several, and limited to not joint and several, -------------- among such Indemnifying Parties on the net amount received by such seller (after deducting any underwriting discount and expenses) from basis of the sale number of Registrable Securities pursuant to included in such registration statement. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall will survive the transfer of such securities by such sellerHolder. Such Holders will also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In consideration of the event of any registration of Company's including any Registrable Securities under the Securities Act pursuant to in any Registration Statement filed in accordance with Section 3.1 2 or 3.23, each of the prospective sellers selling Holder (each, a "Holder Indemnitor") of such securities, will Registrable Securities and any underwriter shall indemnify and hold harmless (in the Company, each director of same manner and to the Company, each officer of same extent as set forth in Section 6(A)) the Company who shall sign such registration statementand its directors, each other person who participates as an underwriterofficers, broker or dealer in the offering or sale of such securities employees, managers, attorneys, investment advisors and agents and each other person, if any, who controls person controlling the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act(each, a "Company Indemnitee") against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with such Holder Indemnitor's consent, which consent shall not be unreasonably withheld) to which the Company or any such director, officer, employee, participating person or controlling person Indemnitees may become subject under the Securities Act Act, the Exchange Act, other applicable federal or otherwisestate securities laws or any rule or regulation promulgated under either of them, or common law, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise solely out of or are based solely upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which or omission or alleged omission from such securities were registered under the Securities ActRegistration Statement, any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained therein or related theretotherein, or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such seller expressly selling Holder or underwriter specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, Prospectus or amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such directorof its directors, officer, participating person officers or controlling person and shall survive Persons. The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that the transfer Holder thereof acknowledge its agreement to be bound by the provisions of such securities by such sellerthis Agreement (including Section 6) applicable to it.

Indemnification by the Sellers. In the event Each holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification -------- ------- pursuant to this Section 5(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among ------------ such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 5(b) in connection with any ------------ registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.