Common use of Agreement of the Selling Shareholders to Indemnify and Right of Set-Off Clause in Contracts

Agreement of the Selling Shareholders to Indemnify and Right of Set-Off. The Selling Shareholders will indemnify, defend, and hold harmless, to the full extent of the law, Catalyst and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Catalyst and its shareholders by reason of, resulting from, based upon or arising out of: (A) any breach by the Selling Shareholders of this Agreement; or (B) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholders contained in or made pursuant to the Questionnaires executed by each Selling Shareholder as part of the share exchange procedure detailed in this Agreement. (C) to the extent of any breach of the warranties and representations contained herein and by way of inclusion and not exclusion, Catalyst in its sole and absolute discretion may offset any amounts due the Selling Shareholders pursuant to the Convertible Debenture Agreement. On notice from Catalyst to the selling shareholders, the amount of any liability shall be immediately offset against any amounts due under the Convertible Debenture. Notwithstanding the foregoing, in the event that it is determined that there is no liability or case of action for breach, then in that event the full amount of the Convertible Debenture shall be due the Selling Shareholders (D) if following issuance of the Catalyst shares of common stock it is determined that there is a breach of this agreement, in addition to other remedies set forth herein, Catalyst may instruct the Company’s transfer agent to place a stop transfer legend or notice on the Common Stock. No bond or other security shall be required for the placement of a stop transfer order.

Agreement of the Selling Shareholders to Indemnify and Right of Set-Off. The Selling Shareholders will indemnify, defend, and hold harmless, to the full extent of the law, Catalyst Wind Works and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Catalyst Wind Works and its shareholders by reason of, resulting from, based upon or arising out of: (A) any breach by the Selling Shareholders of this Agreement; or (B) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholders contained in or made pursuant to the Questionnaires executed by each Selling Shareholder as part of the share exchange procedure detailed in this Agreement. (C) to the extent of any breach of the warranties and representations contained herein and by way of inclusion and not exclusion, Catalyst in its sole and absolute discretion may offset any amounts due until such matter is resolved, Wind Works shall not be required to issue to the Selling Shareholders pursuant to the Convertible Debenture Agreement. On notice from Catalyst to the selling shareholders, the amount of any liability shall be immediately offset against any amounts due under the Convertible Debentureshares that remain issuable. Notwithstanding the foregoing, in the event that it is determined that there is no liability or case of action for breach, then in that event the full amount of the Convertible Debenture shall Common Stock will be due delivered to the Selling ShareholdersShareholders as set forth in this Agreement. (D) if following issuance of the Catalyst Wind Works shares of common stock Membership Interest it is determined that there is a breach of this agreement, in addition to other remedies set forth herein, Catalyst Wind Works may instruct the Company’s transfer agent to place a stop transfer legend or notice on the Common StockMembership Interest. No bond or other security shall be required for the placement of a stop transfer order.