Common use of By the Investors Clause in Contracts

By the Investors. In connection with any Registration Statement in ---------------- which an Investor is participating, each such Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any Claim to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim arises out of or is based on any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance on and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or to the extent such Claim is based on any violation or alleged violation by the Investor of the 1933 Act, 1934 Act or any other law; and such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided that the indemnity agreement in this section 6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided further that the Investor shall be liable under this section 6.2 for only such amount of a Claim as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

By the Investors. In connection with any Registration Statement ---------------- in ---------------- which an Investor is participating, each such Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any Claim to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim arises out of or is based on any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance on and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or to the extent such Claim is based on any violation or alleged violation by the Investor of the 1933 Act, 1934 Act or any other law; and such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided that the indemnity agreement in this section 6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided further that the Investor shall be liable under this section 6.2 for only such amount of a Claim as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

By the Investors. In connection with any Registration Statement in ---------------- which an Investor is participatingInvestor's Registrable Securities are included, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, defend the Company, each of its directors, each of its officers who signs the Registration Statement, and each personPerson, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, each an "Indemnified Party"), to the same extent and in the same manner as is set forth in Section 6(a) with respect to the Indemnified Persons, against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, subject insofar as such Claim arises or Indemnified Damages arise out of or is are based on upon any Violation, in each case to the extent (extent, and only to the extent) , that such Violation occurs in reliance on upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such the preparation of the Registration Statement or any amendment thereof or supplement thereto; and, subject to the extent such Claim is based on any violation or alleged violation by the Investor of the 1933 ActSection 6(c), 1934 Act or any other law; and such Investor will reimburse any legal or other expenses reasonably incurred by them an Indemnified Party in connection with investigating or defending any such Claim; provided provided, however, that the indemnity agreement contained in this section 6.2 Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim or Indemnified Damages if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided further provided, further, that the an Investor shall be liable under this section 6.2 Section 6(b) for only such that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement giving rise to such Registration Statementindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the any transfer of the Registrable Securities by the Investors any Investor pursuant to section Section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

By the Investors. In connection with any Registration ---------------- Statement in ---------------- which an Investor is participating, each such Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any Claim to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim arises out of or is based on any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance on and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or to the extent such Claim is based on any violation or alleged violation by the Investor of the 1933 Act, 1934 Act or any other law; and such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided that the indemnity agreement in this section 6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided further that the Investor shall be liable under this section 6.2 for only such amount of a Claim as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

By the Investors. In connection with any Registration Statement in ---------------- which an Investor is participatingInvestor’s Registrable Securities are included, each such Investor agrees to severally and not jointly indemnify, hold harmless and defenddefend the Company, each of its directors and officers that sign the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each an “Indemnified Party”), to the same extent and in the same manner as is set forth in section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant Section 6(a) with respect to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party")Persons, against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, subject insofar as such Claim arises or Indemnified Damages arise out of or is are based on upon any Violation, in each case to the extent (extent, and only to the extent) , that such Violation occurs in reliance on upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or to the extent such Claim is based on any violation or alleged violation by the Investor preparation of the 1933 ActRegistration Statement, 1934 Act Prospectus or any other law; and amendment thereof or supplement thereto, such Investor will reimburse any legal or other expenses reasonably incurred by them an Indemnified Party in connection with investigating or defending any such Claim; provided provided, however, that the indemnity agreement contained in this section 6.2 Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim or Indemnified Damages if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld, conditioned or delayed; and provided further provided, further, that the an Investor shall be liable under this section 6.2 Section 6(b) for only such that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement or Prospectus giving rise to such Registration Statementindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the any transfer of the Registrable Securities by the Investors any Investor pursuant to section Section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

By the Investors. In connection with any Registration Statement in ---------------- which an Investor is participatingInvestor’s Registrable Securities are included, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, defend the Company, each of its directors, each of its officers who signs the Registration Statement, and each personPerson, if any, who controls the Company within the meaning of the 1933 Act or the 1934 ActAct (each an “Indemnified Party”), any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within same extent and in the meaning of same manner as is set forth in Section 6(a) with respect to the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party")Persons, against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, subject insofar as such Claim arises or Indemnified Damages arise out of or is are based on upon any Violation, in each case to the extent (extent, and only to the extent) , that such Violation occurs in reliance on upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such the preparation of the Registration Statement or any amendment thereof or supplement thereto; and, subject to the extent such Claim is based on any violation or alleged violation by the Investor of the 1933 ActSection 6(c), 1934 Act or any other law; and such Investor will reimburse any reasonable and documented legal or other reasonable and documented expenses reasonably incurred by them an Indemnified Party in connection with investigating or defending any such Claim; provided provided, however, that the indemnity agreement contained in this section 6.2 Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim or Indemnified Damages if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided further provided, further, that the an Investor shall be liable under this section 6.2 Section 6(b) for only such that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement giving rise to such Registration Statementindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the any transfer of the Registrable Securities by the Investors any Investor pursuant to section Section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

By the Investors. In connection with any Registration Statement in ---------------- which an Investor is participating, each such Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each person, (i) if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors Representatives (A) executes and delivers a written agreement, letter of intent or officers agreement in principle (whether or not binding) providing for any person who controls such stockholder Alternative Transaction or underwriter within publicly announces its intention to enter into an Alternative Transaction, or (B) takes any action in the meaning Bankruptcy Court for the purposes of obtaining approval of any Alternative Proposal; (ii) if the Board of Directors withdraws or changes its recommendation of this Agreement in a manner materially adverse to the Investors or recommends an Alternative Proposal; (iii) if (A) the Debtors unilaterally withdraw the Plan, move to voluntarily dismiss any of the 1933 Act Chapter 11 Cases, move for conversion of any of the Chapter 11 Cases to Chapter 7 of the Bankruptcy Code, or move for appointment of an examiner with expanded powers pursuant to Section 1104 of the 1934 Act Bankruptcy Code in any of the Chapter 11 Cases (collectively and together with an Indemnified Person, an "Indemnified Party"except as permitted under the Restructuring Support Agreement), against any Claim to which (B) any of them may become subjectthe Chapter 11 Cases shall have been dismissed or converted to a case under Chapter 7 of the Bankruptcy Code, under (C) an interim or permanent trustee shall be appointed in any of the 1933 ActChapter 11 Cases, or a responsible officer or an examiner with powers beyond the 1934 Act duty to investigate and report (as set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed in any of the Chapter 11 Cases, or otherwise(D) the Debtors' exclusive right to file a Chapter 11 Plan pursuant to Section 1121 of the Bankruptcy Code shall have terminated; (iv) if the Effective Date of the Plan has not occurred by 11:59 p.m. prevailing Eastern Time on the Outside Date; (v) if the Company shall be (A) in breach of any representation or warranty made by it hereunder that is qualified by materiality (taking into account such materiality), insofar as (B) in material breach of any of any representation or warranty made by it hereunder that is not qualified by materiality, or (C) in material breach of any of its obligations hereunder, and such Claim arises out breach cannot be or has not been cured or waived by the Investors on or before the earlier of or is based on any Violation, in each case to (x) the extent fifth (and only to 5th) Business Day after the extent) that such Violation occurs in reliance on and in conformity with giving of written information furnished notice to the Company or (y) the Outside Date; (vi) if there shall be any Law that makes consummation of the transactions contemplated by this Agreement or the other Transaction Documents illegal or otherwise prohibited or if any court of competent jurisdiction or Governmental Entity shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated hereby or by the other Transaction Documents and such order, decree, ruling or other action shall have become final and non-appealable; (vii) if any Debtor breaches the Restructuring Support Agreement in any material respect and such breach is not cured on or before the fifth (5th) Business Day after delivery of notice of such breach or, if the Chapter 11 Cases are then pending, on or before the fifth (5th) Business Day after the filing of a motion for relief from the automatic stay to permit the delivery of such notice (in which case this Agreement shall automatically terminate on the fifth (5th) Business Day after the filing of such motion unless such breach has been cured by such Investor expressly for use in connection with such Registration Statement or to time); (viii) if the extent such Claim is based on any violation or alleged violation by the Investor order of the 1933 ActBankruptcy Court approving the provisions governing the Investors' right to receive the Break-Up Fee or the Expenses as set forth in Section 8.2 hereof does not become a Final Order by 11:59 p.m. prevailing Eastern Time on September 3, 1934 Act or any other law; and such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; 2007 (provided that the indemnity agreement Investors shall have the right to terminate this Agreement pursuant to this Section 8.1(b)(viii) until 11:59 p.m. prevailing Eastern Time on September 16, 2007); or (ix) if, on or after the date hereof, there occurs or is continuing a change, event or occurrence which, individually or in this section 6.2 shall not apply the aggregate, has or would reasonably expected to amounts paid in settlement of any Claim if have a Material Adverse Effect and such settlement is effected without the prior written consent of such Investor, which consent shall Material Adverse Effect cannot be unreasonably withheld; and provided further that the Investor shall be liable under this section 6.2 for only such amount of a Claim as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities cured by the Investors pursuant to section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedOutside Date.

By the Investors. In connection with any Registration ---------------- Statement in ---------------- which an Investor is participating, each such Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any Claim to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim arises out of or is based on any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance on and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or to the extent such Claim is based on any violation or alleged violation by the Investor of the 1933 Act, 1934 Act or any other law; and such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided that the indemnity agreement in this section 6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided further that the Investor shall be liable under this section 6.2 for only such amount of a Claim as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.this

By the Investors. In connection with any Registration Statement in ---------------- which an Investor is participatingInvestor’s Registrable Securities are included, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, defend the Company, each of its directors, each of its officers who signs the Registration Statement, and each personPerson, if any, who controls the Company within the meaning of the 1933 Act or the 1934 ActAct (each an “Indemnified Party”), any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within same extent and in the meaning of same manner as is set forth in Section 6(a) with respect to the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party")Persons, against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, subject insofar as such Claim arises or Indemnified Damages arise out of or is are based on upon any Violation, in each case to the extent (extent, and only to the extent) , that such Violation occurs in reliance on upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such the preparation of the Registration Statement or any amendment thereof or supplement thereto; and, subject to the extent such Claim is based on any violation or alleged violation by the Investor of the 1933 ActSection 6(c), 1934 Act or any other law; and such Investor will reimburse any legal or other expenses reasonably incurred by them an Indemnified Party in connection with investigating or defending any such Claim; provided provided, however, that the indemnity agreement contained in this section 6.2 Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim or Indemnified Damages if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided further provided, further, that the an Investor shall be liable under this section 6.2 Section 6(b) for only such that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement giving rise to such Registration Statementindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the any transfer of the Registrable Securities by the Investors any Investor pursuant to section Section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

By the Investors. In connection with any Registration Statement in ---------------- which an Investor is participatingInvestor’s Registrable Securities are included, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, defend the Company, each of its directors, each of its officers who signs the Registration Statement, and each personPerson, if any, who controls the Company within the meaning of the 1933 Act or the 1934 ActAct (each an “Indemnified Party”), any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within same extent and in the meaning of same manner as is set forth in Section 6(a) with respect to the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party")Persons, against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, subject insofar as such Claim arises or Indemnified Damages arise out of or is are based on upon (x) any Violation, in each case to the extent (extent, and only to the extent) , that such Violation occurs in reliance on upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such the preparation of the Registration Statement or any amendment thereof or supplement thereto, or (y) a Claim or Indemnified Damages that arise due to the extent such Claim is based on any violation or alleged violation by the Investor Investor’s breach of the 1933 ActSection 4 hereof; and, 1934 Act or any other law; and subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably incurred by them an Indemnified Party in connection with investigating or defending any such Claim; provided provided, however, that the indemnity agreement contained in this section 6.2 Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim or Indemnified Damages if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided further provided, further, that the an Investor shall be liable under this section 6.2 Section 6(b) for only such that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement giving rise to such Registration Statementindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the any transfer of the Registrable Securities by the Investors any Investor pursuant to section Section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

By the Investors. In connection with any Registration Statement in ---------------- which an Investor is participating, each such Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each person, (i) if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors Representatives (A) executes and delivers a written agreement, letter of intent or officers agreement in principle (whether or not binding) providing for any person who controls such stockholder Alternative Transaction or underwriter within publicly announces its intention to enter into an Alternative Transaction, or (B) takes any action in the meaning Bankruptcy Court for the purposes of obtaining approval of any Alternative Proposal; (ii) if the Board of Directors withdraws or changes its recommendation of this Agreement in a manner materially adverse to the Investors or recommends an Alternative Proposal; (iii) if (A) the Debtors unilaterally withdraw the Plan, move to voluntarily dismiss any of the 1933 Act Chapter 11 Cases, move for conversion of any of the Chapter 11 Cases to Chapter 7 of the Bankruptcy Code, or move for appointment of an examiner with expanded powers pursuant to Section 1104 of the 1934 Act Bankruptcy Code in any of the Chapter 11 Cases (collectively and together with an Indemnified Person, an "Indemnified Party"except as permitted under the Restructuring Support Agreement), against any Claim to which (B) any of them may become subjectthe Chapter 11 Cases shall have been dismissed or converted to a case under Chapter 7 of the Bankruptcy Code, under (C) an interim or permanent trustee shall be appointed in any of the 1933 ActChapter 11 Cases, or a responsible officer or an examiner with powers beyond the 1934 Act duty to investigate and report (as set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed in any of the Chapter 11 Cases, or otherwise(D) the Debtors’ exclusive right to file a Chapter 11 Plan pursuant to Section 1121 of the Bankruptcy Code shall have terminated; (iv) if the Effective Date of the Plan has not occurred by 11:59 p.m. prevailing Eastern Time on September 30, insofar as 2007 (the “Outside Date”); (v) if the Company shall be (A) in breach of any representation or warranty made by it hereunder that is qualified by materiality (taking into account such Claim arises out materiality), (B) in material breach of any of any representation or warranty made by it hereunder that is based not qualified by materiality, or (C) in material breach of any of its obligations hereunder, and such breach cannot be or has not been cured or waived by the Investors on any Violation, in each case to or before the extent earlier of (and only to x) the extentfifth (5th) that such Violation occurs in reliance on and in conformity with Business Day after the giving of written information furnished notice to the Company or (y) the Outside Date; (vi) if there shall be any Law that makes consummation of the transactions contemplated by this Agreement or the other Transaction Documents illegal or otherwise prohibited or if any court of competent jurisdiction or Governmental Entity shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated hereby or by the other Transaction Documents and such order, decree, ruling or other action shall have become final and non-appealable; (vii) if any Debtor breaches the Restructuring Support Agreement in any material respect and such breach is not cured on or before the fifth (5th) Business Day after delivery of notice of such breach or, if the Chapter 11 Cases are then pending, on or before the fifth (5th) Business Day after the filing of a motion for relief from the automatic stay to permit the delivery of such notice (in which case this Agreement shall automatically terminate on the fifth (5th) Business Day after the filing of such motion unless such breach has been cured by such Investor expressly for use in connection with such Registration Statement or to time); (viii) if the extent such Claim is based on any violation or alleged violation by the Investor order of the 1933 ActBankruptcy Court approving the provisions governing the Investors’ right to receive the Break-Up Fee or the Expenses as set forth in Section 8.2 hereof does not become a Final Order by 11:59 p.m. prevailing Eastern Time on September 3, 1934 Act or any other law; and such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; 2007 (provided that the indemnity agreement Investors shall have the right to terminate this Agreement pursuant to this Section 8.1(b)(viii) until 11:59 p.m. prevailing Eastern Time on September 16, 2007); or (ix) if, on or after the date hereof, there occurs or is continuing a change, event or occurrence which, individually or in this section 6.2 shall not apply the aggregate, has or would reasonably expected to amounts paid in settlement of any Claim if have a Material Adverse Effect and such settlement is effected without the prior written consent of such Investor, which consent shall Material Adverse Effect cannot be unreasonably withheld; and provided further that the Investor shall be liable under this section 6.2 for only such amount of a Claim as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities cured by the Investors pursuant to section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplementedOutside Date.

By the Investors. In connection with any Registration Statement in ---------------- which an Investor is participatingthe registration under the Securities Act of the Matria Shares of the Investors pursuant to this Section 2.8, each Investor receiving such Investor agrees to indemnifyMatria Shares shall, severally and not jointly, indemnify and hold harmless and defend, to the same extent and in the same manner as is set forth in section 6.1, the CompanyMatria, each of its directors, each of its officers who signs the have signed such Registration Statement, Statement and each other person, if any, who controls the Company Matria within the meaning of Section 15 of the 1933 Act or the 1934 Securities Act, any underwriter and any each other stockholder selling securities pursuant to the Registration Statement or any Investor and each controlling person of its directors or officers or any person who controls such stockholder or underwriter within the meaning Investors and each of the 1933 Act or the 1934 Act (collectively their respective partners, trustees, officers, directors, employees, agent and together with an Indemnified Person, an "Indemnified Party"), affiliates against any Claim Losses to which any of them such indemnified party may become subject, subject under the 1933 Act, the 1934 Securities Act or otherwise, insofar as but only to the extent such Claim arises Losses arise out of or is are based on upon (i) any Violationuntrue statement or alleged untrue statement of any material fact contained in any of the Disclosure Documents or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to if the extent (and only to the extent) that such Violation occurs statement or omission was made in reliance on upon and in conformity with written information furnished to the Company Matria by such Investor expressly indemnifying party for use therein; (ii) the use by such indemnifying party of any Prospectus after such time as Matria has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, or after such time as the obligation of Matria to keep the Registration Statement effective and current has expired, or (iii) any information given or representation made by such indemnifying party in connection with such Registration Statement the sale of Matria Shares which is not contained in and not in conformity with the Prospectus (as amended or to supplemented at the extent such Claim is based on any violation or alleged violation by the Investor time of the 1933 Act, 1934 Act giving of such information or any other lawmaking of such representation); and such Investor will indemnifying party shall reimburse any each such indemnified party for all legal or and other expenses reasonably incurred by them such party in investigating or defending against any such claims, whether or not resulting in any liability, or in connection with investigating any investigation or defending proceeding by any governmental agency or instrumentality relating to any such Claim; provided that the indemnity agreement in claims with respect to any offering of securities pursuant to this section 6.2 shall not apply to Section 2.8, but excluding any amounts paid in settlement of any Claim Litigation, commenced or threatened, if such settlement is effected without the prior written consent of such Investorindemnifying party. The indemnification obligations under this subparagraph (b), which consent shall not be unreasonably withheld; and provided further that the contribution obligations under subparagraph (d), of an indemnifying Investor shall be liable under this section 6.2 for only such limited to the amount of a Claim as does not exceed the net proceeds to received by such Investor as a result of upon the sale of Registrable Securities pursuant Matria Shares under a Registration Statement filed to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by which Section 2.1 or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented2.3 hereof applies.

By the Investors. In connection with any Registration Statement ---------------- in ---------------- which an Investor is participating, each such Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in section Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any Claim to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim arises out of or is based on any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance on and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or to the extent such Claim is based on any violation or alleged violation by the Investor of the 1933 Act, 1934 Act or any other law; and such Investor will reimburse any legal or other expenses reasonably incurred by them the Indemnified Parties in connection with investigating or defending any such Claim; provided that the indemnity agreement in this section Section 6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; and provided further that the Investor shall be liable under this section Section 6.2 for only such amount of a Claim as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to section Section 9. Notwithstanding anything to the contrary herein, the indemnification agreement in this section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.