Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 0000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided that the obligation to indemnify shall be several, any preliminary prospectus not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.05(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 Stockholder. the Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel 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 (i) the beneficial ownership of shares of Common Stock by such holder and to PARENT for inclusion in its Affiliates, (ii) transactions or the final prospectusrelationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand (iii) the name and address of such holder and (iv) any additional information was not so included about such holder or properly deliveredthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Stockholders. The STOCKHOLDERS Stockholders covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY RV Centers and the Surviving Corporation Company at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 10.1(iii) below, the Expiration Date shall be the date on which the applicable Expiration Datestatute of limitations expires), from and against all claims, damagesdamages (including consequential, punitive or exemplary), actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees, consulting fees and expenses of investigationinvestigation and environmental response) incurred by PARENT, ACQUISITION CORP., RV Centers and the COMPANY or the Surviving Corporation Company as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS Stockholders or the COMPANY Company set forth herein or on the Schedules schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or Stockholders or, prior to the COMPANY Consummation Date, the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY Company or the STOCKHOLDERS, Stockholders which was based upon and in conformity with information provided in writing to PARENT RV Centers or its counsel by the COMPANY Company or the STOCKHOLDERS (but Stockholders expressly for use in the case of the STOCKHOLDERS, only if such statement was provided in writing) Registration Statement or any prospectus forming a part thereof and is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY Company or the STOCKHOLDERS Stockholders required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading; providedmisleading to the extent such omission or alleged omission is based upon the failure of the Company or the Stockholders to provide to RV Centers the information containing that fact in any Schedule hereto or otherwise to provide the information to RV Centers in writing, however, that but such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation apply to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS Stockholders provided, in writing, corrected information to PARENT's RV Centers counsel and to PARENT RV Centers for inclusion in the final prospectus, and such information was not so included or properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 10.1 to the extent solely attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. RV Centers acknowledges and agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. RV Centers and the Company further acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for breach of this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 10. RV Centers and the Company hereby waive to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that theyaffidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, jointly and severallyto the extent permitted by law, will indemnify, defend, protect indemnify and hold harmless PARENTthe Company and its Indemnitees against any losses, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actionsliabilities, suitsjoint or several, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., to which the COMPANY Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability such Indemnitee may become subject under the 1933 Act, the 1934 Securities Act or other federal or state law or regulation, at common law or otherwise, arising insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement registration statement, prospectus or any preliminary prospectus forming a part thereof, or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or arising out of or based upon (b) any omission or alleged omission to state therein of a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred inis made in such registration statement, any such prospectus or preliminary prospectus and the STOCKHOLDERS providedor any amendment or supplement thereto, or in any application, in writing, corrected reliance upon and in conformity with written information prepared and furnished to PARENT's counsel and to PARENT the Company by such Stockholder expressly for inclusion in the final prospectususe therein, and such information was Stockholder will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of such Stockholder, which consent will not so included be unreasonably withheld or properly delivereddelayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be individual (and not joint and several) to each Stockholder and will be limited to the net amount of proceeds received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such Stockholder in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all timesSecurities Act or the Exchange Act) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided, any preliminary prospectus that the obligation to indemnify shall be several, not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.05(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 Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel 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 (i) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (ii) the name and address of such holder and (iii) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to PARENT for inclusion be disclosed in the final prospectus, and any such information was not so included or properly delivereddocument.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 0000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided, any preliminary prospectus that the obligation to indemnify shall be several, not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 8.05(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 Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel 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 (i) the beneficial ownership of shares of Company Capital Stock by such holder and its Affiliates, (ii) the name and address of such holder and (iii) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to PARENT for inclusion be disclosed in the final prospectus, and any such information was not so included or properly delivereddocument.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyNotwithstanding the Closing or the delivery of the Shares, the Stockholders, jointly and severally, will indemnify, indemnify and agree to fully defend, protect save and hold harmless PARENTon an after-tax basis UAG, ACQUISITION CORP.Sub, the COMPANY Companies (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Surviving Corporation at all times, from and Companies after the date of this Agreement until the applicable Expiration Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, from and against all claimsdirectly or indirectly, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result out of or arising from resulting from, or shall pay or become obligated to pay any sum on account of, (i) any breach and all Events of the representations and warranties of the STOCKHOLDERS Breach (as defined below) or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the STOCKHOLDERS Stockholders or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required Companies to be stated therein performed or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPobserved., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 0000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided, any preliminary prospectus that the obligation to indemnify shall be several, not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.05(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 Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel 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 (a) transactions or the relationship between such holder and to PARENT for inclusion in the final prospectusits Affiliates, on one hand, and the Company, on the other hand, (b) the beneficial ownership of Shares by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information was not so included about such holder or properly deliveredthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with each Shelf Registration or Piggy-back Registration effected by the Company hereby, each Stockholder on whose behalf Registrable Securities shall have been registered agrees, to the extent permitted by applicable law, severally and agree that theynot jointly, jointly and severally, will indemnify, defend, protect to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.each person, if any, who controls, within the COMPANY and the Surviving Corporation at all times, from and after the date meaning of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach Section 15 of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Securities Act, the 1934 Act Company, its directors and its officers against all Damages based upon or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY contained in any registration statement or prospectus (as amended or supplemented) or any preliminary prospectus or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; providedmisleading in light of the circumstances under which they were made, howeveronly if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder of Registrable Securities for use in connection with the registration statement or any posteffective amendment thereof or any preliminary prospectus or prospectus contained in such registration statement or any such amendment thereof or supplement thereto. Notwithstanding the foregoing, that such indemnity with respect to a Piggy-back Registration, the indemnification provided in this Section 7.2 shall not inure to the benefit of PARENTthe Company, ACQUISITION CORP.each person, if any, who controls, within the meaning of Section 15 of the Securities Act, the COMPANY Company, its directors and its officers, if the person asserting any such Damages did not receive from the Company or the Surviving Corporation underwriter or underwriters of the offering as designated according to Section 4.2 herein (but not the underwriter selected by the Stockholders as contemplated by the last sentence of Section 4.2) a copy of the final prospectus or any such amendment thereof or supplement thereto, whichever is most recent, at or prior to the extent that written confirmation of the sale of the securities by such untrue statement (underwriter or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, underwriters to such person. In no event shall the aggregate liability of any preliminary prospectus selling holder of Registrable Securities for indemnification under this Section 7.2 and contribution under Section 7.4 be greater in amount than the STOCKHOLDERS provided, in writing, corrected information dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to PARENT's counsel such indemnification and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredcontribution obligation.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) From and agree that theyafter the Effective Time, by virtue of the Merger and subject to the terms, conditions and limitations of this Article VIII, the Stockholders (referred to in this Article VIII as the “Indemnifying Parties”) shall, jointly and severally, will indemnify, defend, protect indemnify and hold harmless PARENTthe Surviving Corporation, ACQUISITION CORP.Parent, Merger Sub and their respective directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, “Indemnified Parties”) from and against any and all claimsLosses of such Person, damagesdirectly or indirectly (such Losses, actions“Indemnifiable Losses”), suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of of, or based upon or arising from from, (i) any breach of, or inaccuracy in, any of the representations or warranties, made by the Company in this Agreement, including in any certificate delivered by or on behalf of the Company pursuant hereto (both when made and as if such representations and warranties were made as of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithClosing Date), (ii) any breach of or failure to perform on or prior to the Closing any agreement covenants or agreements made by the Company in this Agreement that are required to be performed on or prior to the part of the STOCKHOLDERS or the COMPANY under this AgreementClosing, or (iii) any liability under Excess Dissenting Share Payments, (iv) any Excess Third Party Expenses, (v) any Stockholders’ Representative Expenses, (vi) any inaccuracy in the 1933 ActIndebtedness Statement, (vii) any inaccuracy in the Capitalization Statement, (viii) any inaccuracy in the Warrant Statement, (ix) any inaccuracy in the Working Capital Statement in the event that, after giving effect to such inaccuracy, the 1934 Act condition set forth in Section 6.2(h) would not have been satisfied and (x) Taxes of the Company for any taxable period or portion thereof ending on or before the Closing Date (each, a “Pre-Closing Tax Period”), and Taxes of any other federal Person imposed on the Company for any Pre-Closing Tax Period, whether imposed as a result of Treasury Regulation Section 1.1502-6 or any provision of any foreign, state law or regulationlocal Tax Law having similar effect, at common law as transferee, successor, by contract or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to and (xi) the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS matters set forth on Schedule 8.2(a)(xi) hereto (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP.together, the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered“Indemnifiable Matters”).

Indemnification by the Stockholders. The STOCKHOLDERS covenant In the event of any registration of any of the Registrable Deferred Shares, Registrable Initial Shares, Registrable Contingent Shares or Registrable Initial Additional Shares pursuant to this Agreement, each Stockholder, severally and agree that they, jointly and severallynot jointly, will indemnify, defend, protect indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.each of its directors and officers and each underwriter (if any) and each person, if any, who controls the COMPANY and Company or any such underwriter within the Surviving Corporation at all timesmeaning of the Securities Act against any losses, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damagesdamages or 7 8 liabilities, actionsjoint or several, suitsto which the Company, proceedingssuch directors and officers, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY underwriter or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability controlling person may become subject under the 1933 Act, the 1934 Securities Act or other federal or state law or regulation, at common law or otherwise, arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact relating to contained in a Registration Statement under which Registrable Deferred Shares, Registrable Initial Shares, Registrable Contingent Shares or Registrable Initial Additional Shares held by such Stockholder were registered under the COMPANY Securities Act, any preliminary prospectus or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) final prospectus contained in the Registration Statement or any prospectus forming a part thereofStatement, or any amendment thereof or supplement theretoto such Registration Statement, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, and the Stockholder will reimburse the Company, underwriter or controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability or action, if the statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Stockholder specifically for use in connection with the preparation of such Registration Statement, preliminary prospectus or prospectus, amendment or supplement; provided, however, that such indemnity the obligations of a Stockholder hereunder shall not inure be limited to an amount equal to the benefit net proceeds to such Stockholder of PARENTRegistrable Deferred Shares, ACQUISITION CORPRegistrable Initial Shares, Registrable Contingent Shares or Registrable Initial Additional Shares sold in connection with such registration., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyIn the event of any registration of any Shares under the Securities Act pursuant to this Agreement, jointly and severally, each of the Stockholders will indemnify, defend, protect indemnify and hold harmless PARENTthe Issuer and each Person, ACQUISITION CORP.if any, who controls the COMPANY Issuer within the meaning of Section 15 of the Securities Act, each officer of the Issuer who signs the registration statement, each director of the Issuer and each underwriter (if any) and each Person who controls any underwriter (if any) within the Surviving Corporation at meaning of Section 15 of the Securities Act, against any and all timessuch losses, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actionsliabilities or actions which the Issuer or such officer, suitsdirector, proceedings, demands, assessments, adjustments, costs and expenses underwriter (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationif any) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability controlling Person may become subject under the 1933 Act, the 1934 Securities Act or other federal or state law or regulation, at common law or otherwise, arising and will reimburse the Issuer, each such officer, director, underwriter (if any) and controlling Person for any legal or any other expenses reasonably incurred by such party in connection with investigating or defending any such loss, claim, damage, liability or action, if (a) such loss, claim, damage, liability or action in respect thereof arises out of or based upon any untrue statement or alleged untrue statement of a any material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement any such registration statement or any prospectus forming a part thereofsuch prospectus, or any amendment thereof or supplement thereto, or arising arises out of or is based upon any the omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, and such statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Stockholder specifically for use in connection with the preparation of such registration statement or prospectus or (b) such loss, claim, damage, liability or action in respect thereof arises out of or is based upon such Stockholder's failure to deliver the prospectus or prospectus supplement made available to it by the Issuer for such purpose prior to the date such prospectus is required to be delivered or otherwise comply with applicable laws regarding the same; provided, however, that such indemnity the liability of any Stockholder pursuant to this Section 6.2 shall not inure exceed the proceeds received by such Stockholder from the sale of Shares by it pursuant to such registration statement or prospectus and giving rise to the benefit of PARENT, ACQUISITION CORPclaim for indemnification., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP.In connection with any registration statement in which Stockholders are participating, the COMPANY Stockholders will furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, each Stockholder will severally and not jointly indemnify and reimburse Parent and its employees, advisors, agents, representatives, officers (who have signed the Surviving Corporation at registration statement) and directors and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) against any and all timeslosses, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actionsliabilities, suits, proceedings, demands, assessments, adjustments, costs judgments and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationdisbursements, subject to Section 2.6(c)) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwisebased upon, arising out of of, related to or based upon resulting from any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement such registration statement, prospectus, or any such preliminary prospectus forming a part thereof, or any amendment thereof or supplement thereto, thereto or arising out of or based upon any omission or alleged omission to state therein of a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided, however, that such indemnity shall not inure to misleading or any violation or alleged violation by the benefit Stockholders of PARENT, ACQUISITION CORP.the Securities Act, the COMPANY Exchange Act or the Surviving Corporation any state securities laws (including any rule or regulation promulgated thereunder), but only to the extent that such untrue statement (or alleged untrue statement) was made in, statement or omission (or alleged omission) occurred in, omission or violation or alleged violation is contained in any preliminary prospectus and the STOCKHOLDERS provided, information so furnished in writing, corrected information to PARENT's counsel and to PARENT writing by Stockholders or any Stockholder Affiliate specifically for inclusion in such registration statement; provided, that such liability will be limited to, the final prospectusnet amount received by such Stockholders from the sale of Registrable Securities pursuant to such registration statement; provided, and however, that Stockholders shall not be liable in any such case to the extent that prior to the filing of any such registration statement (or amendment thereof) or prospectus or supplement thereto, Stockholders have furnished in writing to Parent information was expressly for use in such registration statement (or any amendment thereof) or prospectus or supplement thereto which corrected or made not so included or properly deliveredmisleading information previously furnished to Parent.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENT, ACQUISITION CORP.the Company, the COMPANY underwriters selling the Registrable Securities and their respective directors, officers, Affiliates and agents and each Person who controls (within the Surviving Corporation at all timesmeaning of the 1933 Act or the 0000 Xxx) any of them, from and after the date of this Agreement until the applicable Expiration Dateincluding any general partner or manager thereof, from and against all any losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' out-of-pocket counsel fees and expenses of investigationdisbursements) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided that the obligation to indemnify shall be several, any preliminary prospectus not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.05(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 Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel 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 (i) the beneficial ownership of shares of Common Stock by such holder and to PARENT for inclusion in its Affiliates, (ii) transactions or the final prospectusrelationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand (iii) the name and address of such holder and (iv) any additional information was not so included about such holder or properly deliveredthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) From and agree that theyafter the Closing Date (but subject to Section 9.1(a)), the Stockholders, jointly and severally, will indemnify, defend, protect and shall hold harmless PARENT, ACQUISITION CORP., and indemnify each of the COMPANY and the Surviving Corporation at all times, Indemnitees from and after against, and shall compensate and reimburse each of the date Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (ii) any inaccuracy in or breach of any representation or warranty set forth in Section 2 as if such representation and warranty had been made on and as of the Closing Date (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing to the extent that Parent would be entitled to terminate this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from such update) (i) it being understood that if the Company and the Stockholders acknowledge in writing that any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY matter set forth herein or on an update to the Schedules or certificates delivered Disclosure Schedule would entitle Parent to terminate this Agreement without any liability and Parent determines to consummate the Merger in connection herewithany event, Parent may not bring a claim for indemnification against the Stockholders after the Closing with respect to such matter); (iiiii) any breach of any agreement on the part covenant or obligation of either of the STOCKHOLDERS Acquired Corporations or any of the COMPANY Stockholders (including the covenants set forth in Sections 4 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)," "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPSection 9)., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 0000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided that the obligation to indemnify shall be several, any preliminary prospectus not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05(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 Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel 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 (a) the beneficial ownership of shares of Common Stock by such holder and to PARENT for inclusion in its Affiliates, (b) transactions or the final prospectusrelationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand (c) the name and address of such holder and (d) any additional information was not so included about such holder or properly deliveredthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Stockholders. The STOCKHOLDERS covenant To the extent permitted by law, each selling Stockholder, severally and agree that they, jointly and severallynot jointly, will indemnify, defend, protect indemnify and hold harmless PARENTParent, ACQUISITION CORP.each of its directors, each of its officers who has signed the COMPANY Registration Statement, each person, if any, who controls Parent within the meaning of the Securities Act, any underwriter, any other Stockholder selling securities pursuant to the Registration Statement and the Surviving Corporation at all timesany controlling person of any such underwriter or other Stockholder, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses or liabilities (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationjoint or several) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) to which any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithforegoing persons may become subject, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Securities Act, the 1934 Exchange Act or other federal or state law law, insofar as, and only to the extent that, such losses, claims, damages, or regulation, at common law liabilities (or otherwise, arising actions in respect thereto) arise out of or are based upon any untrue statement or alleged untrue statement Violation (which includes without limitation the failure of a material fact relating the Stockholder to comply with the prospectus delivery requirements under the Securities Act, and the failure of the Stockholder to deliver the most current prospectus provided by Parent prior to the COMPANY or date of such sale), in each case to the STOCKHOLDERS, extent (and provided only to PARENT or its counsel the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained Stockholder expressly for use in the Registration Statement or any such Violation is caused by the Stockholder's failure to deliver to the purchaser of the Stockholder's Registrable Shares a prospectus forming a part thereof, (or any amendment thereof or supplement thereto) that had been made available to the Stockholder by Parent prior to the date of the sale; and each such Stockholder will pay any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 5.2 in connection with investigating or defending any such loss, claim, damage, liability, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingaction; provided, however, that such the indemnity agreement contained in this Section 5.2 shall not inure apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Stockholder, which consent shall not be unreasonably withheld. The aggregate indemnification and contribution liability of each Stockholder under this Section 5.2 shall not exceed the net proceeds received by such Stockholder in connection with sale of shares pursuant to the benefit of PARENT, ACQUISITION CORPRegistration Statement., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with each Shelf Registration Statement, the Stockholders will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in the respective Shelf Registration Statement or prospectus and agree that theyshall, jointly and severallyto the extent permitted by law, will indemnify, defend, protect indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person, if any, who controls the COMPANY Company (within the meaning of the Securities Act or the Exchange Act) (the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and any such other Person being hereinafter a "Company Indemnitee") against all losses, claims, damagesdamages or liabilities to which any such Company Indemnitee may become subject, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., under the COMPANY Securities Act or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Exchange Act or other federal or state law or regulation, at common law or otherwise, arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the any Shelf Registration Statement Statement, prospectus or any preliminary prospectus forming a part thereof, or any amendment thereof or supplement theretoto any of the foregoing, or arising arise out of or are based upon any omission or alleged the omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders regarding such Stockholder or his intended method of distribution of Registrable Securities and such information was provided expressly for use in the preparation of such documents; and, subject to Section 6.03, the Stockholders shall reimburse the Company Indemnitee for any and all expenses whatsoever (including reasonable fees and disbursements of counsel chosen by the Company), reasonably incurred by the Company Indemnitee in connection with investigating, preparing for or defending against any such loss, claim, damage, liability or action; provided, however, that such indemnity the maximum amount of liability of the Stockholders under this Section shall not inure be limited to an amount equal to the benefit net after-tax proceeds actually received by the Stockholders from the sale of PARENT, ACQUISITION CORPsecurities effected pursuant to such registration., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant (a) Subject to Sections 9.1(b) and 10.16 hereof and notwithstanding the Closing or the delivery of the Shares, the Stockholders indemnify and agree that they, jointly and severally, will indemnify, to fully defend, protect save and hold harmless PARENTon an after-tax basis UAG, ACQUISITION CORP.Sub, the COMPANY Companies (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Surviving Corporation at all times, from and Companies after the date of this Agreement until the applicable Expiration Closing Date) shall at any time or from time to time suffer any Costs arising, from and against all claimsdirectly or indirectly, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result out of or arising from resulting from, or shall pay or become obligated to pay any sum on account of, (i) any breach and all Events of the representations and warranties of the STOCKHOLDERS Breach (as defined below) or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, arises out of or relates to the conduct of the business of the Companies prior to the Closing Date (each a "Stockholders Third Party Claim"), provided that the foregoing provisions of this clause (ii) shall not apply to, and a Stockholders Third Party Claim shall not include, (A) any Tax liability for which the Stockholders are relieved from liability pursuant to Section 5.12(b) hereof, (B) any liability reflected or reserved against on the Company Balance Sheet or included or described in the Notes to the Company Financial Statements, (C) any liability reflected or reserved against on the Closing Date Balance Sheet, (D) any liability disclosed on Schedule 2.6 hereto, (E) any liability for any Claim disclosed on Schedule 2.9(a) hereto or (F) any liability for any Claims arising in the ordinary course of the business of any Company which, individually and in the aggregate, are not material to such Company. As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of any Stockholder or any of the Companies or the breach of any warranty of any Stockholder or any of the Companies contained in this Agreement or in any Schedule or Exhibit hereto and (ii) any failure of any Stockholder or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the STOCKHOLDERS Stockholders or the COMPANY Companies to be performed or observed pursuant to this Agreement. Subject to Sections 9.1(b) and 10.16, any indemnification to which any UAG Indemnified Party is entitled under this Agreement, Section 9.1(a) may be enforced against one or (iii) more Stockholders for any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out portion of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPCosts., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. (a) The STOCKHOLDERS covenant Stockholders (collectively, the “Seller Indemnifying Parties”) agree, subject to the other terms and agree that theyconditions of this Agreement, to jointly and severally, will indemnify, defend, protect severally indemnify and defend Buyer and Acquisition Sub (each a “Buyer Indemnified Party”) against and hold them harmless PARENTto the extent of any and all losses, ACQUISITION CORP.liabilities (including liabilities for Taxes), the COMPANY damages (including diminution in value and the Surviving Corporation at all timesloss of rental income), from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damagesawards, actions, suits, proceedings, demands, assessments, adjustmentsjudgments, costs and expenses (including specificallyexpenses, but including, without limitation, reasonable attorneys' ’ fees and expenses of investigation(collectively, “Losses”) actually suffered or incurred by PARENTsuch Buyer Indemnified Party arising out of, ACQUISITION CORP., the COMPANY in connection with or the Surviving Corporation as a result of or arising resulting from (i) any the breach of the representations and warranties any representation or warranty of the STOCKHOLDERS Seller or the COMPANY set forth any Seller Subsidiary contained herein or on the Schedules in any document delivered by Seller or certificates delivered any Seller Subsidiary at or in connection herewithwith the Closing pursuant to Section 6.2, (ii) any breach of any covenant or agreement on of Seller contained herein or in any document delivered by Seller or any Seller Subsidiary at or in connection with the part of the STOCKHOLDERS or the COMPANY under this AgreementClosing pursuant to Section 6.2, or (iii) any liability under the 1933 Actbreach of any representation, the 1934 Act warranty, covenant or other federal or state law or regulation, at common law or otherwise, arising out of or based upon agreement by any untrue statement or alleged untrue statement of a material fact relating party to the COMPANY Put/Call Agreement other than Buyer or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case iv) any Liabilities of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement Seller or any prospectus forming a part thereof, Seller Subsidiary arising or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission accruing prior to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingClosing; provided, however, that that, in the case of either clause (i), (ii), (iii) or (iv) above no such indemnity Loss shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation be indemnified hereunder if and to the extent that such untrue statement (the underlying liability or alleged untrue statement) was made inclaim also gave rise to a reduction in the Merger Consideration pursuant to Section 1.8 or a reduction in the Put Price or Call Price pursuant to the Put/Call Agreement, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, further, that in writing, corrected information no event shall a Buyer Indemnified party be entitled to PARENT's counsel and to PARENT indemnification under this Section 7.2 more than once for inclusion in the final prospectus, and such information was not so included or properly deliveredsame Loss arising from the same state of facts.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyTo the fullest extent permitted by law, jointly and severallyeach Stockholder will, will indemnifyif Registrable Securities held by such Stockholder are included in the registration statement or prospectus, defend, protect indemnify and hold harmless PARENTharmless, ACQUISITION CORP.severally and not jointly, Micron, all other Stockholders and any underwriter and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the COMPANY and the Surviving Corporation at all times“Micron Indemnified Parties”), from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs Claims and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon on: (i) any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, registration statement (or any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or arising out of or based upon any omission or alleged omission to state therein therefrom of a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or fact, in each case, necessary in order to make the statements therein not misleading; provided, howeverin light of the circumstances under which they were made, that (ii) any untrue statement or alleged untrue statement of a material fact contained in a prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Stockholder will reimburse each such indemnity shall not inure Micron Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred inis made in such registration statement, any preliminary prospectus prospectus, or Issuer Free Writing Prospectus in reliance upon and the STOCKHOLDERS provided, in writing, corrected conformity with written information furnished to PARENT's counsel Micron by or on behalf of such Stockholder and stated to PARENT be specifically for inclusion use therein; provided that in the final prospectusabsence of fraud by such Stockholder, and the liability of each selling Stockholder of Registrable Securities hereunder shall be limited to the net proceeds received by such information was not so included or properly deliveredselling Stockholder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theySubject to the limitations set forth in Section 13.6 hereof, jointly and the Stockholders, severally, will shall indemnify, defend, protect and hold harmless PARENTABI, ACQUISITION CORP., the COMPANY and the Surviving Corporation at and each of the directors, officers, employees, agents, representatives and other Affiliates of ABI and/or Merger Sub (all timespersons entitled to indemnification under this Section 13.3 being hereinafter referred to as the "ABI Indemnified Parties", from and, together with the Stockholder Representatives, acting for and after on behalf of any or all of the date of this Agreement until Stockholders in their capacities as indemnified parties under Section 13.2 hereof, the applicable Expiration Date, "Section 13 Indemnified Parties") from and against any and all claimsDamages related to or arising, damagesdirectly or indirectly, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result out of or arising from in connection with (i) any breach by the Company of any representation, warranty, covenant, agreement, obligation, or undertaking made by the Company in this Agreement (including any schedule or exhibit hereto), or any other agreement, instrument, certificate, or other document delivered by or on behalf of the representations and warranties Company in connection with this Agreement, the Merger, or any of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithother transactions contemplated hereby, (ii) any breach claim made by holders of any agreement on the part Dissenting Shares for an appraisal of the STOCKHOLDERS or value of such Dissenting Shares pursuant to, and in accordance with, the COMPANY under this Agreementprovisions of such Section 262 of the DGCL, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY claim made against ABI or the Surviving Corporation by any officer, director or employee of the Company seeking indemnification from ABI or the Surviving Corporation under the circumstances contemplated under Section 8.12 hereof, (iv) any exercise of any Company Options or Company Warrants other than the exercise of the Assumed Options and the Assumed Warrants in accordance with the provisions of Section 5.1 hereof (it being agreed to by the parties hereto that any exercise of any such Company Options or Company Warrants not assumed by ABI shall be deemed to have caused Damages to the extent ABI Indemnified Parties in an amount no less than the product obtained by multiplying the Series C-2 Price Per Share by the number of shares of Company Common Stock underlying any such exercised Company Option or Company Warrant) and (v) any failure of the Company to obtain a consent needed in order that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus the Company Material Contracts continue in full force and effect following the consummation of the Merger and the STOCKHOLDERS providedother transactions contemplated hereby, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in other than any consent required under those real estate leases specifically set forth on Schedule 6.3 of the final prospectus, and such information was not so included or properly deliveredCompany Disclosure Schedule.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyFollowing the Closing, the Stockholders agree, jointly and severally, will indemnify, defend, protect to indemnify and hold harmless PARENTAcquiror and its Affiliates and their respective directors, ACQUISITION CORP.officers, the COMPANY employees, agents, successors and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, permitted assigns from and against all claimscosts, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specificallyincluding, but without limitation, reasonable attorneys' ’ fees and expenses of investigationdisbursements) (collectively, “Damages”) actually imposed upon or incurred or suffered by PARENT, ACQUISITION CORP., such indemnified party if and to the COMPANY or the Surviving Corporation as a result of or arising from extent caused proximately by (i) any breach of the representations and warranties any representation or warranty of the STOCKHOLDERS Stockholders in Section 4(a) or in the COMPANY set forth herein certificate to be delivered at Closing pursuant to Section 3(a)(iii) (disregarding any “material”, “materially” or “Material Adverse Effect” qualification contained in any such representation or warranty, but specifically not disregarding the term “material” in the definition of “Permitted Lien” and the term “material” in clause (y) of Section 4(a)(xviii)(B) (regarding structural defects), when describing an item to be listed on the Schedules Stockholders’ Disclosure Schedule and Section 4(a)(xviii)(Q) (regarding potential increases in real property taxes or certificates delivered in connection herewithassessments)), (ii) any breach of any agreement on the part covenant of the STOCKHOLDERS or the COMPANY under Stockholders contained in this Agreement, or (iii) Excluded Taxes or (iv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, claim arising out of or based upon any untrue statement or alleged untrue statement the management and operation of a material fact relating to the COMPANY businesses of the Companies and the Company Subsidiaries, or the STOCKHOLDERSownership of the assets of the Company Subsidiaries that are not Designated Subsidiaries, accruing or otherwise arising before the Closing (including all Employee Liabilities; all PL/GL Claims and provided other professional liability/general liability claims with respect to PARENT events prior to Closing, whether or its counsel not such claims are actually covered by the COMPANY or Existing PL/GL Policies (collectively, the STOCKHOLDERS (but PL/GL Claims and such professional liability/general liability claims, the “PL/GL Indemnified Claims”); and the matters set forth in the case Section 4(a)(ix) of the STOCKHOLDERSStockholders’ Disclosure Schedule), only if such statement was provided (v) the matters set forth in writingSection 6(a)(v) contained in of the Registration Statement or any prospectus forming a part thereofStockholders’ Disclosure Schedule, or (vi) any amendment thereof or supplement thereto, or claim arising out of or based upon any omission or alleged omission to state therein a material fact relating the Retained Guaranty, subject, in each case, to the COMPANY or limitations set forth in paragraphs (c), (d), (e), (h) and (i) of Section 6 below and elsewhere in this Agreement. Acquiror’s Affiliates and their respective directors, officers, employees, agents, successors and permitted assigns are intended third-party beneficiaries, but may only seek to enforce the STOCKHOLDERS required to be stated therein or necessary to make the statements therein provisions of this Section 6 through Acquiror and not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPdirectly., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant After the Closing and agree that theysubject to the limits set forth in Section 8.5, each Stockholder, individually and not jointly and severally, will indemnify, defend, protect shall indemnify and hold harmless PARENTthe Buyer or the Company and each officer, ACQUISITION CORP.director and affiliate of the Buyer or the Company (collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, damagesliabilities, actionsdemands, charges, suits, proceedings, demands, assessments, adjustmentspenalties, costs and expenses (including specifically, but without limitation, court costs and reasonable attorneys' fees and expenses of investigationincurred in investigating and preparing for any litigation or proceeding) incurred by PARENT, ACQUISITION CORP.(collectively, the COMPANY "INDEMNIFIABLE COSTS"), which any of the Indemnified parties may sustain, or to which any of the Surviving Corporation as a result Indemnified Parties may be subjected, arising out of any misrepresentation, breach or default by such Stockholder of or arising from (i) under any breach of the representations and warranties its covenants, agreements or other provisions of the STOCKHOLDERS this Agreement or the COMPANY set forth herein or on the Schedules or certificates delivered any document executed by it in connection herewith, (ii) any breach exclusive of any agreement on representations and warranties relating to the part Company. After the Closing, the Stockholders, jointly and severally, shall indemnify and hold harmless the Buyer or the Company and each officer, director and affiliate of the STOCKHOLDERS Buyer or the COMPANY under this AgreementCompany (collectively, the "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTS", which any of the Indemnified Parties may sustain, or (iii) to which any liability under of the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwiseIndemnified Parties may be subjected, arising out of or based upon any untrue statement or alleged untrue statement breach of a material fact relating to representation and warranty regarding the COMPANY Company. Determination of whether the Company, on the one hand, or the STOCKHOLDERSBuyer, and provided on the other hand, is entitled to PARENT indemnification hereunder shall be made by such parties in light of the economic impact or its counsel loss caused by the COMPANY or matter which is the STOCKHOLDERS subject of the claim of indemnification. By way of example, a claim of indemnification for breaches of the representation made in Section 3.17 (but Taxes) would impact the Company so that the Company would be entitled to indemnification. A claim of indemnification based on a breach of Section 3.28 (No Liens on Shares) would affect the Buyer's investment in the case of Company directly (as opposed to derivatively), so that the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission Buyer would be entitled to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPindemnification., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and agree that they, jointly affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 1000 Xxx) the Company, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided, any preliminary prospectus that the obligation to indemnify shall be several, not joint and several, among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05(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 Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel 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 (a) the beneficial ownership of shares of Stock by such holder and its Affiliates, (b) the name and address of such holder and (c) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to PARENT for inclusion be disclosed in the final prospectus, and any such information was not so included or properly delivereddocument.

Indemnification by the Stockholders. The STOCKHOLDERS covenant To the fullest extent permitted by law, each Stockholder will, and agree that theyhereby does, jointly severally and severallynot jointly, will indemnify, defend, protect indemnify and hold harmless PARENTharmless, ACQUISITION CORP.to the same extent and in the same manner as is set forth in Section 1, the COMPANY Company, each of its directors, each of its officers who signs or has signed the Registration Statement, and each person or entity, if any, who controls the Surviving Corporation at all timesCompany (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each a “Company Indemnified Party”), from against any Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or relate to any Violation, in each case to the extent, and only to the extent, such Claim or Indemnified Damages relates to (1) untrue statements or omissions included in the Registration Statement that are based solely upon information regarding the Stockholder furnished in writing to the Company by the Stockholder expressly for use therein (including such Stockholder’s proposed method of distribution of Stockholder Shares) or (2) the use by the Stockholder of an outdated or defective Prospectus after the date of this Agreement until Company has notified the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP.Stockholder in writing that the Prospectus is outdated or defective. Notwithstanding anything to the contrary contained herein, the COMPANY indemnification agreement contained in this Section 2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Stockholder, which consent shall not be unreasonably withheld, conditioned or delayed. The aggregate liability of any Stockholder pursuant to this Section 2 shall not exceed the Surviving Corporation net proceeds to such Stockholder as a result of the sale of Stockholder Shares pursuant to the Resale Registration. For the avoidance of doubt and notwithstanding anything to the contrary herein, in no event shall any Stockholder be liable for indemnification to any Company Indemnified Party or arising from (i) any breach other Stockholder Indemnified Party hereunder for any other Stockholder’s acts or omissions as a result of the representations and warranties sale of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or such other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPStockholder’s Shares., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyStockholders, jointly and severally, will agree to indemnify, defend, protect reimburse and hold harmless PARENTCompany, ACQUISITION CORP.Xxxxxx and Acquiror and their successors, the COMPANY heirs and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, assigns from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, actions, suits, proceedings, demands, assessments, adjustmentsliabilities, costs and expenses (expenses, including specificallyinterest, but without limitation, penalties and reasonable attorneys' fees and expenses of investigation(collectively, "Damages") asserted against, resulting to, imposed upon or incurred by PARENTCompany, ACQUISITION CORP.Xxxxxx or Acquiror, the COMPANY directly or the Surviving Corporation as a result indirectly, by reason of or arising resulting from (i) any breach by Acquiror of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewiththis Agreement, (ii) any inaccuracy in or breach of any agreement on the part of the STOCKHOLDERS representations, warranties, covenants or agreements made by Acquiror and the COMPANY under Stockholders in this Agreement, or (iii) any liability under claim or claims made against Acquiror arising out of any debts, obligations and liabilities or asserted debts, obligations and liabilities of Acquiror incurred prior to the 1933 ActClosing Date, (iv) any claim or claims made against Acquiror by any Person who was a stockholder of Acquiror on or prior to the 1934 Act or other federal or state law or regulation, at common law or otherwise, Closing Date arising out of or based upon related to any business or activity engaged in or any action taken by Acquiror prior to the Closing Date, including, without limitation, the issuance of any shares of Acquiror's common stock prior to the Closing Date, (v) any claim or claims made against Acquiror by any Person who was an officer, director or employee of, or a consultant to, Acquiror on or prior to the Closing Date arising out of or related to any contract, agreement, arrangement, understanding or commitment between Acquiror and any such officer, director, employee or consultant prior to the Closing Date, and (vi) any untrue statement or alleged untrue statement of a any material fact relating to contained, on the COMPANY or the STOCKHOLDERSeffective date thereof, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereofStatement, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation except to the extent that any such untrue statement (statements or alleged untrue statement) was omissions were made in, or omission (or alleged omission) occurred in, any preliminary prospectus in reliance upon and in conformity with written information furnished by the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT Company for inclusion use in the final prospectuspreparation thereof. As used herein, and such information was not so included "Person" means any individual, corporation, partnership, joint venture, limited liability company or properly deliveredother business enterprise or entity.

Indemnification by the Stockholders. The STOCKHOLDERS covenant After the Closing and agree that they----------------------------------- subject to the limits set forth in Section 8.5, each Stockholder, individually ----------- and not jointly and severally, will indemnify, defend, protect shall indemnify and hold harmless PARENTthe Buyer or the Company and each officer, ACQUISITION CORP.director and affiliate of the Buyer or the Company (collectively, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, damagesliabilities, actionsdemands, charges, suits, proceedings, demands, assessments, adjustmentspenalties, costs and expenses (including specifically, but without limitation, court costs and reasonable attorneys' fees and expenses of investigationincurred in investigating and preparing for any litigation or proceeding) incurred by PARENT, ACQUISITION CORP.(collectively, the COMPANY "INDEMNIFIABLE COSTS"), which any of the Indemnified parties may sustain, or to which any of the Surviving Corporation as a result Indemnified Parties may be subjected, arising out of any misrepresentation, breach or default by such Stockholder of or arising from (i) under any breach of the representations and warranties its covenants, agreements or other provisions of the STOCKHOLDERS this Agreement or the COMPANY set forth herein or on the Schedules or certificates delivered any document executed by it in connection herewith, (ii) any breach exclusive of any agreement on representations and warranties relating to the part Company. After the Closing, the Stockholders, jointly and severally, shall indemnify and hold harmless the Buyer or the Company and each officer, director and affiliate of the STOCKHOLDERS Buyer or the COMPANY under this AgreementCompany (collectively, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Indemnifiable Costs", which any of the Indemnified Parties may sustain, or (iii) to which any liability under of the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwiseIndemnified Parties may be subjected, arising out of or based upon any untrue statement or alleged untrue statement breach of a material fact relating to representation and warranty regarding the COMPANY Company. Determination of whether the Company, on the one hand, or the STOCKHOLDERSBuyer, and provided on the other hand, is entitled to PARENT indemnification hereunder shall be made by such parties in light of the economic impact or its counsel loss caused by the COMPANY or matter which is the STOCKHOLDERS subject of the claim of indemnification. By way of example, a claim of indemnification for breaches of the representation made in Section 3.17 (but Taxes) would impact the Company so that ------------- the Company would be entitled to indemnification. A claim of indemnification based on a breach of Section 3.28 (No Liens on Shares) would affect the Buyer's ------------ investment in the case of Company directly (as opposed to derivatively), so that the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission Buyer would be entitled to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPindemnification., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., Subject to all of the COMPANY and the Surviving Corporation at all timesprovisions of this Article IX, from and after the date Closing each of the Stockholders, jointly and severally (except to the extent expressly otherwise provided herein), by their execution of this Agreement until Agreement, hereby agrees to indemnify, defend with counsel reasonably satisfactory to Buyer, save and hold Buyer and the applicable Expiration Date, Surviving Corporation harmless from and against against, and to compensate them for, any and all demands, claims, actions, causes of action, assessments, damages, actionsliabilities, suitslosses, proceedingsexpenses, demandsjudgments or deficiencies of any nature whatsoever (including, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and disbursements and other costs and expenses incident to any suit, action or proceeding, but net of investigationproceeds of insurance where available and received by Buyer or the Surviving Corporation) received, incurred or sustained by PARENT, ACQUISITION CORP., the COMPANY Buyer or the Surviving Corporation as a result which shall arise, in whole or in part, out of or arising from result from: (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (iia) any breach of any agreement on the part representation, warranty or covenant (including, without limitation, those set forth in Articles II and VI hereof), or non-fulfillment of the STOCKHOLDERS any obligation of Fielding, MB Packaging or the COMPANY Stockholders under this AgreementAgreement or any exhibit, schedule, certificate or other document furnished in connection herewith, or any other agreement contemplated hereby; or (iiib) the matters, if any, disclosed on Schedules 2.13 and 2.19 hereto; or (c) any liability under the 1933 Actclaim (including without limitation a claim based on contract, the 1934 Act warranty or other federal or state law or regulation, at common law or otherwise, tort) arising out of or based upon the sale of any untrue statement or alleged untrue statement product of a material fact relating Fielding which was sold prior to the COMPANY Closing Date; or (d) subject to the STOCKHOLDERSprocedures set forth in Section 5.7(b) above, any Taxes (A) with respect to all periods of Fielding and provided MB Packaging ending on or prior to PARENT or its counsel by the COMPANY or Effective Time and (B) with respect to any period of Fielding beginning before the STOCKHOLDERS (Effective Time and ending after the Effective Time, but in only with respect to the case portion of such period up to and including the Effective Time, as determined using a "closing of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingbooks" method; provided, however, that such indemnity the Stockholders shall not inure be required to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation indemnify Buyer for Taxes only to the extent that such untrue statement Taxes for such periods exceed the sum of (i) any Taxes paid by Fielding and MB Packaging attributable to periods ending on or alleged untrue statementprior to the Effective Time and (ii) was made in, the amount of any Taxes accrued on the books of Fielding or omission (or alleged omission) occurred in, any preliminary prospectus MB Packaging and shown on the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT combined quarterly financial statements for inclusion in the final prospectus, and such information was not so included or properly deliveredperiods.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Subject to the terms and agree that theyconditions set forth in Section 8.3, Company (prior to the Effective Time) or the Stockholders (subsequent to the Effective Time), jointly and severallyseverally with respect to the Stockholders, will indemnifyshall indemnify Parent, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at and their respective directors, officers, employees, agents or advisors, or any of their respective successors and assigns, in respect of, and hold each of them harmless against, any and all timesdemands, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damagesdebts, actions, suits, proceedings, demands, assessments, adjustmentsjudgements, settlements, sanctions, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, known or unknown, due or to become due or otherwise), monetary damages, fines, taxes, fees, penalties, interest obligations, deficiencies, losses, costs and expenses (including specificallyincluding, but without limitation, amounts paid in settlement, interest, court costs, costs of investigators, reasonable attorneys' fees and expenses of investigationattorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("DAMAGES", PROVIDED, HOWEVER, that Damages shall not include any consequential, speculative or punitive damages incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation an Indemnified Person unless actually paid to a third party as a result of a third party claim), incurred or arising from suffered by them (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithresulting from, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwiserelating to, arising out of or based upon constituting any untrue statement breach of any representation or alleged untrue statement warranty or failure to perform any covenant or agreement of a material fact relating Company or the Stockholders contained, or referred to, in the Transaction Agreements or in any certificate, agreement, letter or document delivered hereby or thereby, or in connection with any lawsuit or claim brought against Company or any of its Subsidiaries related to actions taken by Company or any of its Subsidiaries prior to the COMPANY Closing (including any Damages suffered through and after the applicable survival period); or the STOCKHOLDERS(ii) resulting from, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERSrelating to, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating in connection with the dispute set forth in Section 2.19 of the Company Disclosure Schedule related to the COMPANY 53 Exclusive License Agreement dated April 14, 1998 by and among Dr. Xxxx Xxxxxx, Dr. Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxxxx and RxEyes, Inc., including, without limitation, the payment of any penalties pursuant thereto or the STOCKHOLDERS required to be stated therein or necessary to make termination thereof and the statements therein not misleadingloss of any license(s) thereunder, in each case arising directly from such dispute (including any Damages suffered through and after the applicable survival period); providedPROVIDED, howeverHOWEVER, that such indemnity shall not inure Parent makes a written claim for indemnification against Company (prior to the benefit of PARENT, ACQUISITION CORP., the COMPANY Effective Time) or the Surviving Corporation Stockholder Representative (as defined in the Escrow Agreement) (subsequent to the extent that such untrue statement (or alleged untrue statementEffective Time) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus pursuant to this Section 8.4 and Section 9.2 within the STOCKHOLDERS provided, survival period set forth in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly deliveredSection 8.1.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, each seller of such Restricted Stock thereunder, severally and agree that they, jointly and severallynot jointly, will indemnify, defend, protect indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.each person, if any, who controls the COMPANY Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the Surviving Corporation at all timesmeaning of the Securities Act, from and after the date of this Agreement until the applicable Expiration Date, from and against all losses, claims, damagesdamages or liabilities, actionsjoint or several, suitsto which the Company or such officer, proceedingsdirector, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY underwriter or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability controlling person may become subject under the 1933 Act, the 1934 Securities Act or other federal or state law or regulation, at common law or otherwise, arising insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary prospectus forming a part thereofor final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that (i) such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement) was made in, statement or omission (or alleged omission) occurred inomission made in reliance upon and in conformity with information pertaining to such seller, any preliminary as such, furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus and (ii) the STOCKHOLDERS providedliability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in writing, corrected information any event to PARENT's counsel and to PARENT for inclusion in exceed the final prospectus, and net proceeds received by such information was not so included or properly deliveredseller from the sale of Restricted Stock covered by such registration statement.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which IVG or a Stockholder is participating, IVG or such Stockholder will furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by Law, IVG or such Stockholder (as the case may be) will severally and agree that theynot jointly indemnify and reimburse Parent and its employees, jointly advisors, agents, representatives, officers (who have signed the registration statement) and severallydirectors and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) against any and all losses, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actionsliabilities, suits, proceedings, demands, assessments, adjustments, costs judgments and expenses (including specifically, but without limitation, reasonable attorneys' ’ fees and expenses of investigationdisbursements, subject to Section 2.6(c)) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwisebased upon, arising out of of, related to or based upon resulting from any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement such registration statement, prospectus, or any such preliminary prospectus forming a part thereof, or any amendment thereof or supplement thereto, thereto or arising out of or based upon any omission or alleged omission to state therein of a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided, however, that misleading or any violation or alleged violation by IVG or such indemnity shall not inure to Stockholder (as the benefit case may be) of PARENT, ACQUISITION CORP.the Securities Act, the COMPANY Exchange Act or the Surviving Corporation any state securities Laws (including any rule or regulation promulgated thereunder), but only to the extent that such untrue statement (or alleged untrue statement) was made in, statement or omission (or alleged omissionomission or violation or alleged violation is contained in any information so furnished in writing by or on behalf of IVG or such Stockholder or its Stockholder Affiliate (as the case may be) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT specifically for inclusion in such registration statement; provided, that such liability will be limited to, the final prospectusnet amount received by IVG or such Stockholder from the sale of Parent Common Stock pursuant to such registration statement; provided, and however, that neither IVG or a Stockholder shall be liable in any such case to the extent that prior to the filing of any such registration statement (or amendment thereof) or prospectus or supplement thereto, IVG or such Stockholder has furnished in writing to Parent information was expressly for use in such registration statement (or any amendment thereof) or prospectus or supplement thereto which corrected or made not so included or properly deliveredmisleading information previously furnished to Parent.

Indemnification by the Stockholders. The STOCKHOLDERS covenant In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to Holdings in writing such information and agree that they, jointly affidavits with respect to such Stockholder as Holdings reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and severally, will indemnify, defend, protect to the extent permitted by law agrees to indemnify and hold harmless PARENTHoldings, ACQUISITION CORP.its directors, officers and agents and each Person who controls (within the COMPANY and meaning of the Surviving Corporation at all times1933 Act or the 1934 Act) Holdings, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs liabilities and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENTextent, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent extent, that such untrue statement (or alleged untrue statement) was made in, or omission (is made in reliance on and in conformity with the information or alleged omission) occurred inaffidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided that the obligation to indemnify shall be several and not joint, any preliminary prospectus among such Stockholders and the STOCKHOLDERS providedliability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05(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 Stockholder. Holdings and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writingwriting by such holders, corrected the only information furnished or to PARENT's counsel be furnished to Holdings 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 (i) the beneficial ownership of shares of Common Stock by such holder and to PARENT for inclusion in its Affiliates, (ii) transactions or the final prospectusrelationship between such holder and its Affiliates, on the one hand, and Holdings, on the other hand (iii) the name and address of such holder and (iv) any additional information was not so included about such holder or properly deliveredthe plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree To the extent permitted by law, each Stockholders shall, in the event that theyany registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, jointly and severally, will indemnify, defend, protect indemnify and hold harmless PARENTthe Company, ACQUISITION CORP.each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Company or such underwriter within the COMPANY and meaning of the Surviving Corporation at all timesSecurities Act, from and after the date of this Agreement until the applicable Expiration Dateagainst any losses, from and against all claims, damagesjudgments, actionsdamages or liabilities, suitswhether joint or several, proceedingsinsofar as such losses, demandsclaims, assessmentsjudgments, adjustments, costs and expenses damages or liabilities (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationor actions in respect thereof) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising that arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or any summary prospectus forming a part thereof, contained in such Registration Statement; or any amendment thereof or supplement theretoto the Registration Statement, or arising arise out of or are based upon any omission or the alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements statement therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation but only to the extent that such untrue the statement (or alleged untrue statement) omission was made inin reliance upon and in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and in such case, such Stockholder shall reimburse the Company, its directors and officers, and each of the controlling persons for any legal or omission (other expenses reasonably incurred by any of them in connection with investigation or alleged omission) occurred indefending any such loss, claim, damage, liability or action. Notwithstanding the foregoing or anything herein the contrary, each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion net proceeds actually received by such Stockholder in the final prospectus, and applicable offering covered by such information was not so included or properly deliveredRegistration Statement.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that theyStockholders shall, jointly and severally, will indemnify, defend, protect defend and hold harmless PARENT, ACQUISITION CORP.the Buyer, the COMPANY Buyer's successors and assigns, the Surviving Corporation at all timesBuyer's officers, from directors and after the date of this Agreement until the applicable Expiration Dateagents (individually, an "INDEMNIFIED PERSON") from and against any all claims, damages, actionsawards, suitsjudgments, proceedingspayments, demandsall interest thereon, assessments, adjustments, all reasonable costs and expenses of investigating any claim, lawsuit or arbitration and any appeal therefrom, all actual reasonable attorney's fees incurred in connection therewith, and all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration (including specificallyindividually a "Loss" and collectively, but without limitation"Losses"), reasonable attorneys' fees and expenses of investigation) incurred absolute or contingent, sustained by PARENTan Indemnified Person by reason of, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from out of, (i) any the inaccuracy, untruth or breach of any representation or warranty made by the representations and warranties of Stockholders in this Agreement, the STOCKHOLDERS Disclosure Schedule hereto or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithEmployment Agreement, (ii) any the breach of any express, written covenant or agreement on contained in Section 5 or Section 9 hereof required to be performed or observed by the part of the STOCKHOLDERS or the COMPANY under this AgreementStockholders hereunder, or (iii) any liability under for taxes of the 1933 ActCompany described in Section 10 below, the 1934 Act or other federal or state law or regulation, at common law or otherwise, (iv) any liabilities arising out of or based upon related to the operation of the Company's business prior to the Closing Date, which liabilities are not set forth or adequately reserved against or otherwise disclosed on the Interim Balance Sheet or the footnotes thereto, including without limitation any untrue statement or alleged untrue statement of a material fact liabilities relating to the COMPANY Company's or the STOCKHOLDERSStockholders' prior dealings with present or former officers, directors or stockholders and provided (v) any and all claims made by any party to PARENT or its counsel the lawsuit filed by Rapid Power Technologies, Inc. against the COMPANY or the STOCKHOLDERS (but Company and certain other parties thereto, pending in the United States District Court for the District of Oregon (case of no. CV 97 407 AS), including any and all claims against the STOCKHOLDERS, only if such statement was provided Company made in writing) contained in the Registration Statement any other lawsuit or any prospectus forming a part thereof, or any amendment thereof or supplement proceeding relating thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., (a) Subject to the COMPANY and the Surviving Corporation at all timeslimitations set forth in this Article X, from and after the date Effective Time by virtue of this Agreement until the applicable Expiration DateMerger, each Merger Stockholder, severally and not jointly, shall hold harmless and indemnify each of the Parent Indemnitees from and against all claimsagainst, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees shall compensate and expenses reimburse each of investigation) the Parent Indemnitees for such Stockholder’s Pro Rata Share of any Damages which are suffered or incurred by PARENT, ACQUISITION CORP., any of the COMPANY Parent Indemnitees or to which any of the Surviving Corporation Parent Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of or arising from are connected with: (i) any misrepresentation in, inaccuracy in or breach of the representations and warranties any representation or warranty of the STOCKHOLDERS or the COMPANY Company set forth herein in this Agreement or on the Schedules in any agreement, certificate or certificates delivered instrument furnished or to be furnished to Parent pursuant hereto or in connection herewith, with the transactions contemplated hereby; (ii) any breach of any agreement on the part covenant or obligation of the STOCKHOLDERS Company set forth in this Agreement or in any agreement, certificate or instrument furnished or to be furnished to Parent pursuant hereto or in connection with the COMPANY under this Agreement, or transactions contemplated hereby; (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of acts or based omissions occurring prior to the Effective Time relating to any actual or alleged overpayment due to adjustments made after the Effective Time to the cost reports filed by or on behalf of the Company or any Company Subsidiary with respect to periods on or prior to the Closing Date (determined on an aggregate basis after first netting any applicable reserves for such liability set forth as a current liability in Actual Net Working Capital); (iv) any liability arising out of acts or omissions occurring prior to the Effective Time relating to (A) any failure to comply with Legal Requirements related to governmental third party payor programs, including compliance with all Medicare and/or Medicaid Legal Requirements, (B) any failure to comply with payment policies related to non-governmental third party payor programs, (C) any actual or alleged overpayment by any third party payor other than due to adjustments made to the cost reports filed by or on behalf of the Company or any Company Subsidiary on or prior to the Closing Date, and (D) any failure to comply with state health care Legal Requirements, including state facility and professional licensure and certificate of need Legal Requirements; (v) any and all liabilities or obligations of the Company to the extent arising from events or circumstances, or relating to acts or omissions, which occur prior to the Effective Time and that are normally covered by any commercial general liability, automobile, workers’ compensation, property and casualty, professional malpractice, employer liability, health benefit or other insurance policy or are covered by any self-insurance retention of the Company, other than any liabilities or obligations to the extent reflected as a liability in Actual Net Working Capital; (vi) any Indebtedness or Transaction Fees and Expenses to the extent such Indebtedness or Transaction Fees and Expenses exceed the amounts thereof used to calculate the Closing Date Cash Amount pursuant to Section 2.5(c); (vii) any liability for excess parachute payments by the Company or any Company Subsidiary under Section 280G of the Code payable as a result of or in connection with transactions contemplated hereby; (viii) any liability for severance obligations and related costs paid to any officer or employee of the Company or any Company Subsidiary upon termination after the Closing by such officer or employee of such officer’s or employee’s employment pursuant to agreements in effect prior to the Closing; (ix) any liability arising from a Qui Tam suit or from any investigation commenced by a Governmental Body (arising out of any acts or omissions of the Company or the Company Subsidiaries prior to Closing); (x) any liability arising from any Legal Proceeding initiated prior to the Effective Time that is not covered by insurance; ( xi) any Legal Proceeding initiated by a Stockholder or Stockholders (A) seeking appraisal pursuant to Section 2.9 to the extent that such Damages (including any costs or expenses incurred by Parent or the Company in connection with such Legal Proceeding) exceed the applicable portion of the Merger Consideration that would have been payable to such Stockholder or Stockholders or (B) challenging the Merger or the actions of the Board of Directors of the Company in approving the Merger; (xii) any Post-Closing Decrease Amount to the extent such amount exceeds the Merger Consideration Escrow Funds; (xiii) any liability arising from any Legal Proceeding brought by any Stockholder relating to any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Information Statement (other than any statement provided in writing by Parent to the Company specifically for inclusion therein) or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein therein, in light of the circumstance under which they were made, not misleading; provided, however, that such indemnity shall not inure to the benefit or (xiv) enforcement by any Parent Indemnitee of PARENT, ACQUISITION CORPany of its indemnification rights under this Agreement., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

Indemnification by the Stockholders. The STOCKHOLDERS covenant Stockholders receiving the Consideration pursuant to Section 1.2 (the “Indemnifying Stockholders”) shall, for a period commencing from the Closing Date and agree that theyending eighteen (18) months following the Closing Date (the “Indemnity Period”), jointly and severally, will indemnifynot jointly, defendand on a 50/50 pro rata basis, protect indemnify the Purchaser in respect of, and hold it harmless PARENTagainst, ACQUISITION CORP.any and all debts, the COMPANY and the Surviving Corporation at all timesobligations losses, from and after the date of this Agreement until the applicable Expiration Dateliabilities, from and against all claimsdeficiencies, damages, actionsfines, suitsfees, proceedingspenalties, demandsinterest obligations, assessmentsexpenses or costs (whether absolute, adjustmentsaccrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise) (including without limitation amounts paid in settlement, interest, court costs, costs and expenses (including specificallyof investigators, but without limitation, reasonable attorneys' fees and expenses of investigationattorneys, accountants, financial advisors and other experts, and other expenses of litigation) (collectively, “Damages”) incurred or suffered by PARENTthe Company or the Purchaser or any Affiliate thereof resulting from any material misrepresentation or material breach of warranty by, ACQUISITION CORP.or failure to perform any material covenant or agreement of, the COMPANY Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS Stockholders contained in this Agreement or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewithCompany Certificate, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (caused by any unreasonable act or alleged untrue statement) was made inomission of the Stockholders or any circumstances within the reasonable control of the Company or the Stockholders. Any information, facts, or omission (circumstances discovered by Purchaser or alleged omission) occurred inits representatives or otherwise disclosed to Purchaser in connection with any due diligence investigation or other examination of Company or DiscCo by Purchaser, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected or delivery of information to PARENT's counsel Purchaser or its representatives by the Company or the 42 Stockholders, that may have been made on or before the Closing Date shall be deemed to be a disclosure by the Stockholders and Company pursuant to PARENT for inclusion in this Agreement such that the final prospectusPurchaser shall not be entitled to indemnification hereunder. Notwithstanding the above, and such information was not so included or properly deliveredthe foregoing eighteen (18) month Indemnity Period shall be subject to the provisions of Section 6.4 below.