Common use of Agreement to Indemnify Company Clause in Contracts

Agreement to Indemnify Company. Participant hereby agrees to indemnify and hold harmless the Company, its principals, the Company's officers, directors attorneys, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns, from any and all liabilities, damages, costs and expenses (including actual attorneys" fees) which they may incur: 0) by reason of Participant"s failure to fulfill any of the terms and conditions of this Subscription; (ii) by reason of Participant's breach of any of representations, warranties or agreements contained in this Subscription, the Certificate of Accredited Investor Status, the Rights Agreement or any other document attached to the Memorandum or furnished to any of the foregoing in connection with the purchase of the Offered Shares; (iii) with respect to any and all claims made by or involving any person, other than Participant personally, claiming any interest, right, title, power, or authority in respect to the Offered Shares; or (iv) any sale or distribution of the Offered Shares by the Participant in violation of the Securities Act or any applicable state securities or "blue sky" laws. Participant further agrees and acknowledges that these Common Stock Subscription Agreement Participant's Initials Exhibit A-7 TWL Corporation indemnifications shall survive any sale or transfer, or attempted sale or transfer, of any portion of the Offered Shares.

Agreement to Indemnify Company. Participant hereby agrees to indemnify and hold harmless the Company, its principals, the Company's Company"s officers, directors attorneys, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns, from any and all liabilities, damages, costs and expenses (including actual attorneys" fees) which they may incur: 0) by reason of Participant"s failure to fulfill any of the terms and conditions of this Subscription; (ii) by reason of Participant's breach of any of representations, warranties or agreements contained in this Subscription, the Certificate of Accredited Investor Status, the Rights Agreement or any other document attached to the Memorandum or furnished to any of the foregoing in connection with the purchase of the Offered Shares; (iii) with respect to any and all claims made by or involving any person, other than Participant personally, claiming any interest, right, title, power, or authority in respect to the Offered Shares; or (iv) any sale or distribution of the Offered Shares by the Participant in violation of the Securities Act or any applicable state securities or "blue sky" laws. Participant further agrees and acknowledges that these Common Stock Subscription Agreement Participant's Initials Exhibit A-7 TWL Corporation indemnifications shall survive any sale or transfer, or attempted sale or transfer, of any portion of the Offered Shares.

Agreement to Indemnify Company. Participant hereby agrees to indemnify and hold harmless the Company, its principals, the Company's ’s officers, directors attorneys, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns, from any and all liabilities, damages, costs and expenses (including actual attorneys" ’ fees) which they may incur: 0(i) by reason of Participant"s Participant’s failure to fulfill any of the terms and conditions of this Subscription; (ii) by reason of Participant's ’s breach of any of representations, warranties or agreements contained in this Subscription, the Certificate of Accredited Investor Status, the Rights Agreement or any other document attached to the Memorandum or furnished to any of the foregoing in connection with the purchase of the Offered Shares; (iii) with respect to any and all claims made by or involving any person, other than Participant personally, claiming any Participant’s Initials Annex B-7 Wire Transfer Instructions Calpian, Inc. interest, right, title, power, or authority in respect to the Offered Shares; or (iv) any sale or distribution of the Offered Shares by the Participant in violation of the Securities Act or any applicable state securities or "“blue sky" ” laws. Participant further agrees and acknowledges that these Common Stock Subscription Agreement Participant's Initials Exhibit A-7 TWL Corporation indemnifications shall survive any sale or transfer, or attempted sale or transfer, of any portion of the Offered Shares.

Agreement to Indemnify Company. Participant hereby agrees to indemnify and hold harmless the Company, its principals, the Company's ’s officers, directors attorneys, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns, from any and all liabilities, damages, costs and expenses (including actual attorneys" ’ fees) which they may incur: 0(i) by reason of Participant"s Participant’s failure to fulfill any of the terms and conditions of this Subscription; (ii) by reason of Participant's ’s breach of any of representations, warranties or agreements contained in this Subscription, the Certificate of Accredited Investor Status, the Rights Agreement or any other document attached to the Memorandum or furnished to any of the foregoing in connection with the purchase of the Offered Shares; (iii) with respect to any and all claims made by or involving any person, other than Participant personally, claiming any interest, right, title, power, or authority in respect to the Offered Shares; or (iv) any sale or distribution of the Offered Shares by the Participant in violation of the Securities Act or any applicable state securities or "“blue sky" ” laws. Participant further agrees and acknowledges that these Common Stock Subscription Agreement Participant's Initials Exhibit A-7 TWL Corporation indemnifications shall survive any sale or transfer, or attempted sale or transfer, of any portion of the Offered Shares.