Common use of Company Indemnity Clause in Contracts

Company Indemnity. Subject to the provisions of this Section 5.1, the Company will indemnify and hold the Purchaser and its directors, officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement.

Company Indemnity. Subject to the provisions In consideration of each Purchaser’s execution and delivery of this Section 5.1Agreement and purchase of the Preferred Stock and Warrants hereunder and in addition to all of the Company’s other obligations under this Agreement, the Company will shall defend, indemnify and hold the harmless each Purchaser and all its directorsstockholders, partners, members, officers, members, managers, partnersdirectors, employees and its agents or other representatives (and any other persons including, without limitation, those retained in connection with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title)the transactions contemplated by this Agreement) (collectively, each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser PartyIndemnitees”) harmless from and against any and all actions, suits, claims, losses, costs, penalties, fees, liabilities and damages, costs and expensesexpenses in connection therewith, and including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that disbursements (the “Indemnified Liabilities”), incurred by any such Purchaser Party may suffer or incur Indemnitee as a result of of, or arising out of, or relating to (a) any claims brought by such Purchaser Indemnitee arising out of any misrepresentation or breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company in this AgreementAgreement or any Closing certificate delivered to Purchaser as a condition to Closing, (b) any claims brought by such Purchaser Indemnitee arising out of any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other Closing certificate delivered to Purchaser as a condition to Closing, or (c) any cause of action, suit or claim brought or made against such Purchaser Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or thereby. If any action The Company shall not be brought against any obligated to indemnify a Purchaser Party in respect of which indemnity may be sought Indemnitee pursuant to this Agreement, Section 8.1 for Indemnified Liabilities to the extent such Indemnified Liabilities are caused by acts of gross negligence or willful misconduct on the part of such Purchaser Party shall promptly notify Indemnitee. To the extent that the foregoing undertaking by the Company in writingmay be unenforceable for any reason, and the Company shall have make the right to assume the defense thereof with counsel of its own choosing reasonably acceptable maximum contribution to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action payment and participate in the defense thereof, but the reasonable fees and expenses satisfaction of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position each of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party Indemnified Liabilities that is permissible under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementapplicable law.

Company Indemnity. Subject to In consideration of the provisions Purchaser's execution and delivery of this Section 5.1Agreement and acquiring the Common Shares hereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company will shall defend, protect, indemnify and hold harmless the Purchaser and all of its directorspartners, officers, membersdirectors, managersemployees, partners, employees members and agents (direct or indirect Purchasers and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and Section 20 against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the Exchange Actaction for which indemnification hereunder is sought), and the directors, officers, shareholders, agents, members, managers, partners or employees including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur Indemnitee as a result of of, or arising out of, or relating to (a) any misrepresentation or breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or breach by the Company or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this AgreementSection. If Notwithstanding the foregoing, Indemnified Liabilities shall not include any action shall be brought against liability of any Purchaser Party in respect Indemnitee arising solely out of which indemnity such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Company may be sought pursuant to this Agreementunenforceable for any reason, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have make the right to assume the defense thereof with counsel of its own choosing reasonably acceptable maximum contribution to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action payment and participate in the defense thereof, but the reasonable fees and expenses satisfaction of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position each of the Company and the position of such Purchaser Party, in Indemnified Liabilities which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party is permissible under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementapplicable law.

Company Indemnity. Subject to The Company and the provisions of this Section 5.1, Issuer (the Company will “Indemnifying Parties”) shall indemnify and hold the Purchaser harmless each Backstop Party and its directorsAffiliates, officersequity holders, members, managers, partners, employees general partners, managers and agents (its and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act their respective representatives and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a an “Purchaser PartyIndemnified Person”) harmless from and against any and all losses, claims, damages, liabilities and costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any expenses (other than Taxes of the representations, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Commitments, the Rights Offering, the payment of the Backstop Commitment Premium or the use of the proceeds of the Rights Offering, the Transaction Expenses or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, the Issuer, their equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney-client and work product privileges) out-of-pocket legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable as to any Purchaser Defaulting Commitment Party under this Agreement (i) for or any settlement Indemnified Person related thereto, caused by a Purchaser such default by such Commitment Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extentextent they are found by a final, but only non-appealable judgment of a court of competent jurisdiction to arise from the extent that a lossbad faith, claim, damage willful misconduct or liability is attributable to any Purchaser Party’s breach gross negligence of such Indemnified Person or any of the representationsits Affiliates, warrantiesequity holders, covenants members, partners, general partners, managers, or agreements made by such Purchaser Party in this Agreementtheir respective representatives and controlling persons.

Company Indemnity. Subject to (a) To the provisions of this Section 5.1extent permitted by Law, the Company will indemnify and hold the Purchaser and its harmless each Holder, such Holder’s officers, directors, officersshareholders, memberslegal counsel and accountants, managersany underwriter (as defined in the Securities Act) for such Holder and each Person, partnersif any, employees who controls (as defined in the Securities Act) such Holder or underwriter (each, a “Company Indemnified Party”) against any losses, claims, damages or liabilities (joint or several) to which they may become subject (except for any such losses, claims, damages or liabilities arising from or related to any negligence, wilful misconduct or fraud by any Company Indemnified Party) under Laws which are applicable to the Company and agents relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, claims, damages, or liabilities (and or actions in respect thereof) arise out of or are based upon any other persons with of the following statements, omissions or violations (each a functionally equivalent role “Violation”): (i) any untrue statement or alleged untrue statement of a persons holding material fact contained in such titles notwithstanding a lack of such title Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws. The Company will reimburse each such Holder, underwriter or controlling Person for any legal or other titleexpenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. (b) The indemnity agreement contained in this Section 9.1 shall not 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 Company (which consent shall not be unreasonably withheld), each person who controls Purchaser nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such Registration by any such Holder, underwriter or controlling Person. (c) With respect to any preliminary prospectus, the foregoing indemnity shall not inure to the benefit of any Holder or underwriter, or any Person controlling (within the meaning of Section 15 the Securities Act) such Holder or underwriter, from whom the Person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners prospectus (as then amended or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and supplemented if the Company shall have the right furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or underwriter to assume the defense thereof with counsel of its own choosing reasonably acceptable such Person, if required by Law so to have been delivered, at or prior to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position written confirmation of the Company sale of the shares to such Person, and if the position of prospectus (as so amended or supplemented) would have cured the defect giving rise to such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementliability.

Company Indemnity. Subject to (a) To the provisions of this Section 5.1extent permitted by law, the Company will indemnify and hold the Purchaser and its directorsharmless each selling Holder, such Holder’s officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agentslegal counsel and accountants, membersany underwriter (as defined in the Securities Act) for such Holder and each Person, managersif any, partners who controls (as defined in the Securities Act) such Holder or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons underwriter (each, a “Purchaser Holder Indemnified Party”) harmless from against any and all losses, damagesclaims, costs and expensesdamages or liabilities (joint or several) to which they may become subject under Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities ( or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement of the Company, including all judgmentsany preliminary prospectus, final prospectus or free-writing prospectus contained therein or any amendments or supplements thereto, (ii) any omission or alleged omission to state in the Registration Statement of the Company, including any preliminary prospectus, final prospectus or free-writing prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws. The Company will reimburse each such Holder Indemnified Party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. (b) The indemnity agreement contained in this Section 5.1 shall not apply to amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach settlement of any loss, claim, damage, liability or action if such settlement is effected without the written consent of the representationsCompany (which consent shall not be unreasonably withheld), warranties, covenants or agreements made by nor shall the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel liable in any such case for any loss, claim, damage, liability or action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such Registration by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach behalf of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this AgreementHolder Indemnified Party.

Company Indemnity. Subject to the provisions In consideration of each Buyer’s execution and delivery of this Section 5.1Agreement and the other Transaction Documents to be executed by such Buyer and acquiring the Securities hereunder and thereunder and in addition to all of the Company’s and the Subsidiaries’ other obligations under the Transaction Documents, the Company will shall defend, protect, indemnify and hold harmless such Buyer and each other holder of the Purchaser Securities and its directorsall of their stockholders, partners, officers, directors, members, managers, partners, employees and agents (direct or indirect investors and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act foregoing Persons’ agents or other representatives (including those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and Section 20 against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitees is a party to the Exchange Actaction for which indemnification hereunder is sought), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that disbursements (the “Indemnified Liabilities”), incurred by any such Purchaser Party may suffer or incur Indemnitees as a result of of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company or any of its Subsidiaries in any of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the representationsCompany or any of its Subsidiaries contained in the Transaction Documents or any other certificate, warrantiesinstrument or document contemplated hereby or thereby, covenants (c) any cause of action, suit or agreements claim brought or made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents in accordance with the terms thereof or any other certificate, instrument or document contemplated hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee’s owners, investors or Affiliates), (d) any other transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (e) the status of such Buyer or holder of the Securities as an investor in the Company. To the extent that the foregoing undertaking by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreementunenforceable for any reason, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have make the right to assume the defense thereof with counsel of its own choosing reasonably acceptable maximum contribution to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action payment and participate in the defense thereof, but the reasonable fees and expenses satisfaction of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position each of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party Indemnified Liabilities that is permissible under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementapplicable law.

Company Indemnity. Subject In addition to the provisions payment of this expenses pursuant to Section 5.111.1, the Company will indemnify (the "Company Indemnitor") agrees to indemnify, pay and hold the Purchaser and its directors, officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)Senior Noteholders, and the officers, directors, officers, shareholdersemployees, agents, membersand Affiliates of the Senior Noteholders (collectively referred to as the "Purchaser Indemnitees") harmless, managers, partners or employees (from and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from against any and all other actual costs, expenses, liabilities, obligations, losses, damages, costs and expensespenalties, including all actions, judgments, amounts paid in settlementssuits, court costs claims and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable attorneys’ fees and costs disbursements of investigation that any one counsel for such Purchaser Party may suffer or incur as a result of or relating to Indemnitees) (a) resulting from any breach of any representation or warranty of the representationsCompany or any covenant, warranties, covenants obligation or agreements made by agreement of the Company contained herein or in this Agreement. If any action certificate or other document delivered in connection herewith, or (b) in connection with any investigative, administrative or judicial proceeding commenced or threatened (excluding claims among Purchaser Indemnitees and, with the exception of claims arising out of otherwise indemnifiable matters (e.g., actions to enforce the indemnification rights provided hereunder), and excluding claims between the Company and a Purchaser Indemnitee), whether or not such Purchaser Indemnitee shall be brought against any Purchaser Party in respect of designated a party thereto, which indemnity may be sought pursuant imposed on, incurred by, or asserted against that Purchaser Indemnitee, in any manner relating to or arising out of this Agreement, such Purchaser Party shall promptly notify the Senior Note, the Loan Documents or the other documents related to the transactions contemplated hereby, the Purchaser's agreement to purchase the Senior Note or the use or intended use of the proceeds of any of the proceeds thereof to the Company in writing(collectively, and the "Purchaser Indemnified Liabilities"); provided, that the Company Indemnitor shall not have the right any obligation to assume the defense thereof a Purchaser Indemnitee hereunder with counsel of its own choosing reasonably acceptable respect to the a Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except Indemnified Liability to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case Indemnified Liability arises from the Company shall be responsible for the reasonable fees and expenses gross negligence or willful misconduct of no more than one such separate counsel. The Company will not be liable to any that Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this AgreementIndemnitee.

Company Indemnity. Subject Company agrees and covenants to the provisions of this Section 5.1, the Company will hold harmless and indemnify and hold the Purchaser and its directors, officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expensesAffiliates thereof, including all judgmentsany director, amounts paid in settlementsofficer, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer employee, agent, investment adviser, or incur as a result of or relating to any breach controlling person of any of the foregoing and their legal counsel (collectively, the "Purchaser Indemnitees"), from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses of investigation) incurred by such Person arising out of or based upon (a) any untrue statement of any material fact made by Company contained in this Agreement or any document provided by Company in connection herewith or with the sale of the Shares, (b) arising out of or based upon the omission by Company to state herein or therein a material fact required to be stated or necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading, (c) any breach by Company of any of Company's representations, warranties, covenants or agreements made by the Company contained in this Agreement. If Agreement or in any action other agreement, certificate, instrument or document delivered pursuant hereto; provided, however, that Company shall not be brought against liable under this paragraph for any amounts paid in settlement of claims without its consent, which consent shall not be unreasonably withheld, or to any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except Indemnitee to the extent that (i) it is finally judicially determined that such losses, claims, damages or liabilities arose out of the employment thereof has been specifically authorized negligence or willful misconduct of the Purchaser Indemnitee or out of the material breach by the Purchaser Indemnitee of any representation or warranty made by the Purchaser Indemnitee in Article III of this Agreement. Company also agrees that the indemnification, contribution and reimbursement commitments set forth in writingthis Article IX shall apply whether or not the Purchaser Indemnitees are formal parties to any such lawsuit, (ii) claim or other proceeding. Company further agrees promptly upon demand by the Purchaser Indemnitees to reimburse the Purchaser Indemnitees for any legal and other expenses as they are incurred in connection with investigating, preparing to defend or defending any lawsuits, claims or other proceedings or investigations arising in any manner out of or in connection with any matter as to which Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be is liable to any the Purchaser Party Indemnitees under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementindemnities set forth above.

Company Indemnity. Subject In consideration of each Purchaser’s execution and delivery of the Transaction Documents and purchase of the Convertible Notes and Warrants hereunder and in addition to all of the provisions of this Section 5.1Company’s other obligations under the Transaction Documents, the Company will shall defend, indemnify and hold the harmless each Purchaser and all its directorsstockholders, partners, members, officers, members, managers, partnersdirectors, employees and its agents or other representatives (and any other persons including, without limitation, those retained in connection with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title)the transactions contemplated by this Agreement) (collectively, each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser PartyIndemnitees”) harmless from and against any and all actions, suits, claims, losses, costs, penalties, fees, liabilities and damages, costs and expensesexpenses in connection therewith, and including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that disbursements (the “Indemnified Liabilities”), incurred by any such Purchaser Party may suffer or incur Indemnitee as a result of of, or arising out of, or relating to (a) any claims brought by such Purchaser Indemnitee arising out of any misrepresentation or breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company in this Agreementthe Transaction Documents or any Closing certificate delivered to Purchaser as a condition to Closing, (b) any claims brought by such Purchaser Indemnitee arising out of any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other Closing certificate delivered to Purchaser as a condition to Closing, or (c) any cause of action, suit or claim brought or made against such Purchaser Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby. If any action The Company shall not be brought against any obligated to indemnify a Purchaser Party in respect of which indemnity may be sought Indemnitee pursuant to this Agreement, Section 8.1 for Indemnified Liabilities to the extent such Indemnified Liabilities are caused by acts of gross negligence or willful misconduct on the part of such Purchaser Party shall promptly notify Indemnitee. To the extent that the foregoing undertaking by the Company in writingmay be unenforceable for any reason, and the Company shall have make the right to assume the defense thereof with counsel of its own choosing reasonably acceptable maximum contribution to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action payment and participate in the defense thereof, but the reasonable fees and expenses satisfaction of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position each of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party Indemnified Liabilities that is permissible under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementapplicable law.

Company Indemnity. Subject to To the provisions of this Section 5.1extent permitted by law, the Company will indemnify and hold the Purchaser and harmless each Holder, its directorspartners, officers, membersdirectors, managerslegal counsel, partnersaccountants, employees any underwriter (as defined in the Securities Act) for such Holder and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title)each Person, each person if any, who controls Purchaser (within the meaning of Section 15 of as defined in the Securities Act and Section 20 of the Exchange Act)) such Holder or underwriter against any losses, and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all lossesclaims, damages, costs and expensesor liabilities (joint or several) to which they may become subject under laws which are applicable in connection with any Registration, including all judgmentsqualification, amounts paid or compliance, of the Company's securities insofar as such losses, claims, damages, or liabilities (or actions in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result respect thereof) arise out of or relating to any breach of are based upon any of the representationsfollowing statements, warranties, covenants omissions or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that violations (collectively a "VIOLATION"): <PAGE> (i) the employment thereof has been specifically authorized by the Company any untrue statement or alleged untrue statement of a material fact contained in writingsuch Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the Company has failed after omission or alleged omission to state in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a reasonable period of time material fact required to assume such defense and be stated therein, or necessary to employ counsel make the statements therein not misleading; or (iii) in any violation or alleged violation by the Company of Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws; and the Company will reimburse each such action there isHolder, its partner, officer, director, legal counsel, accountants, underwriter or controlling Person for any legal or other expenses reasonably incurred by them, as incurred, in the reasonable opinion of connection with investigating or defending any such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage damage, liability or liability is attributable to any Purchaser Party’s breach of any of action; provided, however, that the representations, warranties, covenants or agreements made by such Purchaser Party indemnity agreement contained in this AgreementSection SECTION 16.6.

Company Indemnity. Subject to Following entry by the provisions Bankruptcy Court of this Section 5.1the Backstop Commitment Agreement Order, but effective as of the date hereof, the Reorganized Company will (the “Indemnifying Parties”) shall indemnify and hold the Purchaser harmless each Commitment Party and its directorsAffiliates, officersequity holders, members, managers, partners, employees general partners, managers and agents (its and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act their respective representatives and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a an “Purchaser PartyIndemnified Person”) harmless from and against any and all losses, claims, damages, liabilities and costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any expenses (other than Taxes of the representationsCommitment Parties, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitments, the Rights Offering, the payment of the Backstop Commitment Premium or the use of the proceeds of the Rights Offering, the Transaction Expenses or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) the employment thereof has been specifically authorized as to any Defaulting Commitment Party or any Indemnified Person related thereto, caused by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in default by such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Commitment Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extentextent they are found by a final, but only non-appealable judgment of a court of competent jurisdiction to arise from the extent that a lossbad faith, claim, damage willful misconduct or liability is attributable to any Purchaser Party’s breach gross negligence of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this AgreementIndemnified Person.

Company Indemnity. Subject to Following entry by the provisions Bankruptcy Court of this Section 5.1the Backstop Commitment Agreement Order, but effective as of the date hereof, the Company will Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold the Purchaser harmless each Backstop Party and its directorsAffiliates, officersequity holders, members, managers, partners, employees general partners, managers and agents (its and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act their respective representatives and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a an “Purchaser PartyIndemnified Person”) harmless from and against any and all losses, claims, damages, liabilities and costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any expenses (other than Taxes of the representationsBackstop Parties, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitments, the Equity Rights Offering, the payment of the Backstop Commitment Premium or the use of the proceeds of the Equity Rights Offering, the Transaction Expenses or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) the employment thereof has been specifically authorized as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in default by such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Backstop Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement or (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that they are found by a lossfinal, claim, damage non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or liability is attributable to any Purchaser Party’s breach willful misconduct of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this AgreementIndemnified Person.

Company Indemnity. Subject to Following entry by the provisions Bankruptcy Court of this Section 5.1the Backstop Commitment Agreement Order, but effective as of the date hereof, the Company will Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold the Purchaser harmless each Backstop Party and its directorsAffiliates, officersequity holders, members, managers, partners, employees general partners, managers and agents (its and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act their respective representatives and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a an “Purchaser PartyIndemnified Person”) harmless from and against any and all losses, claims, damages, liabilities and costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any expenses (other than Taxes of the representationsBackstop Parties, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitments, the Equity Rights Offering, the payment of the Backstop Commitment Premium or the use of the proceeds of the Equity Rights Offering, the Transaction Expenses or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) the employment thereof has been specifically authorized as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in default by such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Backstop Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extentextent they are found by a final, but only non-appealable judgment of a court of competent jurisdiction to arise from the extent that a loss, claim, damage bad faith or liability is attributable to any Purchaser Party’s breach willful misconduct of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this AgreementIndemnified Person.

Company Indemnity. Subject to (i) To the provisions of this Section 5.1extent permitted by applicable law, the Company will indemnify and hold the Purchaser and its directorsharmless each Holder, such Holder’s officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agentsstockholders, memberslimited partner, managersgeneral partner, partners or employees (legal counsel, and any other persons with a functionally equivalent role of a persons holding underwriter (as defined in the Securities Act) for such titles notwithstanding a lack of Holder and each Person, if any, who controls (as defined in the Securities Act) such title Holder or underwriter against any losses, claims, damages or liabilities (joint or several) to which they may become subject under Applicable Securities Laws, or any other title) of rule or regulation promulgated under Applicable Securities Laws, insofar as such controlling persons (eachlosses, a “Purchaser Party”) harmless from any and all lossesclaims, damages, costs and expenses, including all judgments, amounts paid or liabilities (or actions in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result respect thereof) arise out of or relating to any breach of are based upon any of the representationsfollowing statements, warranties, covenants omissions or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that violations (each a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the employment thereof has been specifically authorized by the Company in writingapplicable Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the Company has failed after omission or alleged omission to state in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a reasonable period of time material fact required to assume such defense and be stated therein or necessary to employ counsel make the statements therein not misleading, or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of violation or alleged violation by the Company and the position of such Purchaser PartyApplicable Securities Laws, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counselor any rule or regulation promulgated under Applicable Securities Laws. The Company will not be liable to any Purchaser Party under this Agreement (i) reimburse each such Holder, underwriter or 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. (ii) The indemnity agreement contained in Section 6.5 (a) shall not apply to amounts paid in settlement by a Purchaser Party of any such loss, claim, damage, liability or action if such settlement is effected without the Company’s prior written consent, consent of the Company (which consent shall not be unreasonably withheld or delayed; ), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or (ii) to the extent, but only action to the extent that it arises out of or is based upon a Violation that occurs in sole reliance upon and in full conformity with written information furnished expressly for use in the Registration Statement by any such Holder, underwriter or controlling Person. (iii) With respect to any preliminary prospectus, the foregoing indemnity shall not inure to the benefit of any Holder or underwriter, or any Person controlling (within the meaning of the Securities Act) such Holder or underwriter, from whom a Person asserting any losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or underwriter to such Person, if required by applicable law so to have been delivered, at or prior to the written confirmation of the sale of the shares to such Person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementliability.

Company Indemnity. Subject (i) Without limitation of any other indemnity provided to any Holder, either in connection with the Offering or otherwise, to the provisions of this Section 5.1extent permitted by law, the Company will shall indemnify and hold harmless each Holder, the Purchaser and its directorsaffiliates, counsel, officers, membersdirectors and partners of each Holder, managersany underwriter (as defined in the 0000 Xxx) for such Holder, partnersand each person, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title)if any, each person who controls Purchaser such Holder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and Section 20 of 1934 (the “Exchange Act”) (collectively, the “Indemnified Holders”)), against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange ActAct or other federal or state law (collectively, the “Claims”), and the directors, officers, shareholders, agents, members, managers, partners insofar as such Claims (or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other titleactions in respect thereof) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result arise out of or relating to any breach of are based upon any of the representationsfollowing statements, warrantiesomissions or violations (collectively a “Violation”): (A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, covenants (B) the omission or agreements made alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) any violation or alleged violation by the Company in this Agreement. If of the 1933 Act, the Exchange Act or any action shall be brought against state securities law or any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreementrule or regulation promulgated under the 1933 Act, such Purchaser Party shall promptly notify the Company in writingExchange Act or any state securities law, and the Company shall have the right to assume the defense thereof reimburse each such Indemnified Holder for any legal or other expenses incurred by them in connection with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in investigating or defending any such action and participate in the defense thereofloss, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent claim, damage, liability or action; provided, however, that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) Indemnified Holder in any such case for any settlement by a Purchaser Party effected without the Company’s prior written consentsuch loss, which shall not be unreasonably withheld claim, damage, liability or delayed; or (ii) to the extent, but only action to the extent that it arises out of or is based upon a loss, claim, damage Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration statement by or liability is attributable to any Purchaser Party’s breach on behalf of any such Indemnified Holder. (ii) The foregoing notwithstanding, the Company shall not be liable to the extent that any such Claim arises out of or is based upon a Violation or alleged Violation made in any preliminary prospectus if (A) such Indemnified Holder failed to send or deliver a copy of the representationsprospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (B) the prospectus would have corrected such untrue statement or omission. (iii) In addition, warrantiesthe Company shall not be liable to the extent that any such Claim arises out of or is based upon a Violation or alleged Violation in a prospectus, covenants (A) if such Violation or agreements made alleged Violation is corrected in an amendment or supplement to such prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented, such Purchaser Party in this AgreementIndemnified Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim.

Company Indemnity. Subject In addition to any and all other remedies available to Seller and its Affiliates (other than the Company and its Subsidiaries), including pursuant to the provisions of this Section 5.1Purchase Agreement, the Company will shall indemnify and hold the Purchaser harmless Seller and its Affiliates (other than the Company and its Subsidiaries) and their respective officers, directors, officerspartners, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholdersemployees, agents, membersrepresentatives, managers, partners or employees successors and permitted assigns (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a the “Purchaser PartySeller Indemnified Parties”) harmless from and against any and all lossesthird-party claims against any of the Seller Indemnified Parties, or damages, costs, losses or expenses actually suffered by any of the Seller Indemnified Parties, in each case, that arise out of (a) the Company’s or any of its Subsidiaries’ or any of its or their permitted sublicensees’ use of the Seller Marks, other than such claims, damages, costs and expensescosts, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer losses or incur as a result of or expenses relating to an allegation that the use or display of the Seller Marks pursuant to the Licensed Uses infringes, misappropriates, conflicts with, dilutes or otherwise violates the Intellectual Property rights of any Person or (b) an Adverse Event. Notwithstanding anything in this Agreement to the contrary, the Company hereby acknowledges and agrees that in the event of any breach or threatened breach of this Agreement by the Company, any of the representations, warranties, covenants its Subsidiaries or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable or their permitted sublicensees, Seller, in addition to the Purchaser Party. Any Purchaser Party shall have the right any other remedies available to employ separate counsel in any such action and participate in the defense thereofit, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining the employment thereof has been specifically authorized by the Company in writingCompany, any of its Affiliates and any of its or their permitted sublicensees from any such breach or threatened breach and (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld required to provide any bond or delayed; other security in connection with any such injunction, order or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementother relief.

Company Indemnity. Subject If Eggex xx made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the provisions fact that he is or was a director, officer or employee of this Section 5.1the Company, PPC or any subsidiary or affiliate thereof or was serving at the request of the Company or any subsidiary or affiliate as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Eggex'x xxxeged action in an official capacity while serving as a director, officer, member, employee or agent, then the Company will indemnify and Eggex xxx hold him harmless to the Purchaser and its directors, officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role fullest extent legally permitted or authorized by the Company's certificate of a persons holding such titles notwithstanding a lack of such title incorporation or any other title), each person who controls Purchaser (within the meaning of Section 15 bylaws or resolutions of the Securities Act and Section 20 Company's Board or, if greater, by the laws of the Exchange Act)State of Delaware, against all cost, expense, liability and the directorsloss (including, officerswithout limitation, shareholdersattorney's fees, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expenses, including all judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementssettlement) reasonably incurred or suffered by Eggex xx connection therewith, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof attributable to Eggex'x xxxsx xxxligence or fraud), and such indemnification shall continue as to Eggex xxxn if he has been specifically authorized by the Company in writingceased to be a director, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel member, officer, employee or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position agent of the Company or other entity and shall inure to the position benefit of such Purchaser PartyEggex'x xxxrs, in which case the Company shall be responsible for the reasonable fees executors and expenses of no more than one such separate counseladministrators. The Company will advance to Eggex xxx reasonable costs and expenses to be incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Eggex xx repay the amount of such advance if it shall ultimately be determined that he is not entitled to be liable to any Purchaser Party under indemnified against such costs and expenses. The provisions of this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which section shall not be unreasonably withheld deemed exclusive of any other rights of indemnification to which Eggex xxx be entitled or delayed; or (ii) which may be granted to the extent, but only to the extent that a loss, claim, damage or liability is attributable him and shall be in addition to any Purchaser Party’s breach rights of indemnification to which he may be entitled under any policy of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementinsurance.

Company Indemnity. Subject to the provisions of this Section 5.1, the The Company will indemnify indemnify, hold harmless, and hold defend the Purchaser Foundation and its co-chairs, trustees, directors, officers, members, managers, partners, employees and agents representatives (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title)collectively, each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser PartyFoundation Indemnitees”) harmless from and against any and all lossesjudgments, settlements, damages, penalties, losses, liabilities and costs and expenses, (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur costs) as a result of third party causes of action, claims, suits, or relating legal proceedings (each a “Claim”) finally awarded to any breach such third party by a court of competent jurisdiction against any of the representationsFoundation Indemnitees or agreed to as part of a monetary settlement of the Claim and arising out of or relating to: (a) bodily injury, warrantiesdeath or property damage caused by the activities or omissions of the Company, covenants including any development, product launch or agreements made commercialization activities carried out by the Company (including any failure to comply with applicable laws, regulations or rules in this Agreementconnection therewith), or by any Company product; or (b) any Claim that the Platform Technology, any Funded Development or any Company product infringes upon a patent, proprietary, or other intellectual property right of a third party. If The Foundation will give the Company prompt written notice of any action shall be brought against any Purchaser Party in respect of which indemnity may be sought Claim subject to indemnification pursuant to this Agreement, such Purchaser Party shall Section 15(a); provided that the Foundation’s failure to promptly notify the Company in writing, and will not affect the Company’s indemnification obligations except to the extent that the Foundation’s delay prejudices the Company’s ability to defend the Claim. The Company shall will have the right to assume sole control over the defense thereof and settlement of each and every Claim subject to indemnification pursuant to this Section 15(a), with counsel of its own choosing which is reasonably acceptable to the Purchaser PartyFoundation; provided that the Company conducts the defense actively and diligently at the sole cost and expense of the Company and provided further that the Company will not enter into any settlement that adversely affects, in any material respect, any Foundation Indemnitee without the applicable Foundation Indemnitee’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any Purchaser Party shall have The Foundation will provide the right Company, upon request, with reasonable cooperation in connection with the defense and settlement of the Claim. Subject to the Company’s rights above to control the defense and settlement of Claims, the Foundation and any Foundation Indemnitee may, at its own expense, employ separate counsel in any such action to monitor and participate in the defense thereofof any Claim under this Section 15(a). For the avoidance of doubt, but the reasonable fees and expenses of such counsel Company shall be at have no liability to the expense of such Purchaser Party except Foundation or any obligation to indemnify the Foundation pursuant to this Section 15(a) to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position claim arises out of the Company and the position of such Purchaser PartyFoundation’s fraud, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld negligence or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementwillful misconduct.

Company Indemnity. Subject to Following entry by the provisions Bankruptcy Court of this Section 5.1the Backstop Approval Order, but effective as of the date hereof, the Reorganized Company will (the “Indemnifying Parties”) shall indemnify and hold the Purchaser harmless each Backstop Party and its directorsAffiliates, officersequity holders, members, managers, partners, employees general partners, managers and agents (its and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act their respective representatives and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a an “Purchaser PartyIndemnified Person”) harmless from and against any and all losses, claims, damages, liabilities and costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any expenses (other than Taxes of the representationsBackstop Parties, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitments, the Rights Offering, the payment of the Backstop Equity Premium, the Backstop Break Payment, or the use of the proceeds of the Rights Offering, the Expense Reimbursement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) the employment thereof has been specifically authorized as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in default by such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Backstop Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extentextent they are found by a final, but only non-appealable judgment of a court of competent jurisdiction to arise from the extent that a lossbad faith, claim, damage willful misconduct or liability is attributable to any Purchaser Party’s breach gross negligence of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this AgreementIndemnified Person.

Company Indemnity. Subject to the provisions of this Section 5.1terms and conditions set forth herein, from and after the Closing Date, the Company will indemnify agrees to indemnify, defend and hold harmless the Purchaser and its Investors, their shareholders, directors, officers, membersemployees, managersaffiliates, partnerscontrolling persons, employees agents and agents representatives and their successors and assigns (individually an "Indemnified Party" and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title)collectively, each person who controls Purchaser (within the meaning of Section 15 of the Securities Act "Indemnified Parties") from and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from against any and all losses, claims, damages, costs and expensesliabilities, including all obligations, penalties, judgments, amounts paid awards, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in settlementsrespect thereof and any and all legal and other costs, court costs reasonable expenses or disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses and reasonable attorneys’ fees disbursements as and costs when incurred, of investigation that investigating, preparing or defending any such Purchaser Party may suffer action, suit, proceeding or incur as investigation (whether or not in connection with litigation in which the party requesting indemnification is a result party) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of or relating to any in connection with litigation in which the party requesting indemnification in connection with (i) the breach of any representation, warranty, agreement or covenant set forth in this Agreement or any Transaction Document (provided, however, that claims that are based on a breach of the representations, Company's representations and warranties may be made only if notice of such breach is given by the Indemnified Parties to the Company during the period of validity of such representations and warranties, covenants as set forth in Section 4), or agreements (ii) any order made or any inquiry, investigation or proceeding commenced or threatened by the Company in this Agreement. If any action shall be brought governmental or securities regulatory authority against any Purchaser an Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify connection with the Company in writing, and the transactions contemplated hereby. The Company shall not have the right any obligation to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser indemnify any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized losses suffered or claims made by the Company Indemnified Party results from the breach of that party's representations, warranties or agreements in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without or the Company’s prior written consent, which shall not be unreasonably withheld other Transaction Documents or delayed; the Indemnified Party's gross negligence or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementwillful misconduct.

Company Indemnity. Subject The Company agrees, to the provisions of this Section 5.1fullest extent permitted by applicable Laws, the Company will to indemnify and hold harmless, and to cause each other Sublicensee or Services Recipient, as applicable, to indemnify and hold harmless, each member of the Purchaser Parent Group and its any directors, officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managerspartners, partners or stockholders and employees (and any other persons with a functionally equivalent role representatives of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons the Parent Group (each, a “Purchaser Parent Indemnified Party”), on demand, and on an after-tax basis without any withholding or deduction, from and against any Losses incurred by any Parent Indemnified Party in connection with (i) harmless from any falsehood, breach or inaccuracy of any representations and warranties included in Section ‎8.2, (ii) any breach by the Company of any of its obligations, undertakings and covenants under this Agreement, and/or (iii) any and all lossesactions, damagessuits, costs investigations, proceedings or claims, whether arising under statute or action of a Governmental Authority or otherwise and expensesin connection with the business, including all judgmentsinvestments and activities of the Company and any Sublicensees or Services Recipients, amounts paid as applicable, or in settlementsrespect of or arising from this Agreement or the use by the Company and any of its Sublicensees or Services Recipients of the Sponsorship Rights or the Services, court costs and reasonable attorneys’ fees and costs of investigation as applicable; provided that no Parent Indemnified Party shall be so indemnified with respect to any such Purchaser Party may suffer or incur Loss (i) arising as a result of or relating to any breach by Parent of any of the representations, warranties, covenants or agreements made by the Company its representations and warranties in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writingSection ‎8.1, (ii) arising as a result of the Company has failed after a reasonable period exercise of time to assume such defense the Company’s rights and to employ counsel or obligations under this Agreement, (iii) in that is finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction, or pursuant to a settlement agreement agreed to by such action there isParent Indemnified Party, to have resulted from such Parent Indemnified Party’s bad faith, fraud, willful misconduct or gross negligence or, in the reasonable opinion case of such separate counsela criminal matter, conduct undertaken with knowledge that the conduct was unlawful, or (iv) that involves a material conflict on any material issue between the position of claim for which the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable is entitled to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) indemnification from Parent pursuant to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this AgreementSection ‎9.1.

Company Indemnity. Subject (a) The Obligors jointly and severally agree to the provisions of this Section 5.1defend, the Company will protect, indemnify and hold the Purchaser harmless each Holder and its each Holder's Affiliates, partners, directors, officers, membersagents and employees (each an "Indemnified Party") from and against any and all liabilities, managersobligations, partnerslosses, employees deficiencies, claims, investigations, suits, actions, proceedings, damages, assessments, penalties, judgments, costs, disbursements and agents expenses of any kind or nature (including reasonable legal fees) or causes of action (collectively, "Liabilities"), and amounts paid or agreed to be paid in settlement of, any other persons claim, action, suit, hearing, proceeding or investigation against such Indemnified Party or any action, suit or proceeding initiated by such Indemnified Party in connection with a functionally equivalent role securing, exercising, enjoying and enforcing such Indemnified Party's rights, benefits and privileges or enforcing any of a persons holding such titles notwithstanding a lack the obligations and liabilities of such title any Obligor under this Agreement, including appeals, whether direct, indirect or consequential, in any manner resulting from, arising out of, based upon or related or attributable to (i) any breach or inaccuracy of any representation or warranty of, or any breach or failure to perform any covenant, agreement or obligation, of the Company or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company Obligor contained in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period invalidity, illegality, unenforceability or ineffectiveness, or alleged invalidity, illegality, unenforceability or ineffectiveness, of time to assume such defense and to employ counsel any provision of this Agreement, including Section 8.2, 8.3 or 10.4 hereof, (iii) the execution, delivery or performance of this Agreement by any party hereto, the consummation of any of the transactions contemplated hereby or the possession, exercise or failure to exercise of any of the rights, powers, privileges or remedies conferred upon the Noteholders or any of them by this Agreement, including any claim that the Noteholders or any of them have any fiduciary or other duty or obligation to any stockholder or creditor of the Company or any of its subsidiaries or has breached any such duty or obligation or (iv) any liability or obligation or alleged liability or obligation to, or claim by, any existing or future holder or former holder of capital stock, Rights or other securities issued by, or any creditor of or claimant against, any Obligor or any of their respective Affiliates or any predecessor or successor of any thereof, whether relating to any event, fact or circumstances occurring or existing at any time prior to, at or after the date of this Agreement, by reason of consummation of any of the transactions contemplated by this Agreement or the Form S-4, by reason of any event or matter referred to in clause (iii) of this sentence or otherwise. (b) The Company's and each other Obligor's obligation to indemnify under Section 9.1(a) with respect to any Liability will not arise unless a Holder or any Indemnified Party (i) notifies the Company in writing of such action there ispotential Liability, in the case of a Holder, within a reasonable opinion time after such Holder receives written notice of such separate counselLiability; PROVIDED that the lack of such notice will not affect the Company's or any other Obligor's obligation hereunder (A) if the Company or any other Obligor otherwise has knowledge of such Liability and (B) unless such lack of notice is the cause of the Company's inability to adequately and reasonably defend such Liability, a material conflict on (ii) gives the Company the opportunity and authority to assume the defense of and settle such Liability, subject to the provisions of the next two sentences, and (iii) furnishes to the Company all such reasonable information and assistance available to any material issue between the position of Holder (or other Indemnified Parties) as may be reasonably requested by the Company and the position of such Purchaser Party, in which case the Company shall be responsible necessary for the reasonable fees and expenses of no more than one defense against such separate counselLiability. The Company will not assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense of such Liability with counsel (including in-house counsel) reasonably satisfactory to the Indemnified Party; PROVIDED that the Indemnified Party will have the right to be liable represented therein by advisory counsel of its own selection and at its own expense. If the Indemnified Party reasonably concludes that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Company, the Indemnified Party will have the right to select separate counsel reasonably satisfactory to the Company to participate in the defense of such action on its own behalf at the Company's expense. In the event the Company fails to defend any Purchaser Liability as to which an indemnity might be provided herein, then the Indemnified Party under this Agreement (i) for any settlement by a Purchaser Party effected may, at the Company's expense, contest or settle such matter without the Company’s prior written 's consent. The Company will not, and will not permit any of its Affiliates to, settle any such Liability without the consent of the Indemnified Party, which shall consent will not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementwithheld.

Company Indemnity. Subject The Company and the Parent, each, agrees to the provisions of this Section 5.1, the Company will indemnify and hold harmless the Purchaser and its directorseach Purchaser/Affiliate, officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from against any and all losses, claims, damages, costs and liabilities or expenses, joint or several, to which the Purchaser or Purchaser/Affiliates may become subject (including all judgmentsin settlement of any litigation or any investigation or proceeding by any governmental agency or body, amounts paid commenced or threatened, if such settlement is effected with the written consent of the Company or the Parent, as the case may be, subject to Section 7.3 hereof), insofar as such losses, claims, damages, liabilities or expenses (or actions in settlements, court costs and reasonable attorneys’ fees and costs respect thereof as contemplated below) arise out of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by of the Company or the Parent, as the case may be, set forth herein or are based upon any untrue statement or alleged untrue statement of any material fact contained in this Agreement. If the Disclosure Materials and will promptly reimburse the Purchaser and any action shall be brought against Purchaser/Affiliate for any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, reasonable legal and other expenses as such expenses are reasonably incurred by such Purchaser Party shall promptly notify in connection with investigating, defending or preparing to defend, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that, subject to Section 7.3 hereof, neither the Company nor the Parent will be liable for amounts paid in writingsettlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company or the Parent, as the case may be, which consent shall not be unreasonably withheld, and neither the Company shall have nor the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel Parent will be liable in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) any breach of the employment thereof has been specifically authorized by representations, warranties or covenants of the Company in writingPurchaser set forth herein, or (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach inaccuracy of any of the representations, warranties, covenants representation or agreements warranty made by such Purchaser Party in this Agreementherein.

Company Indemnity. Subject The Company hereby agrees to the provisions of this Section 5.1, the Company will indemnify and hold the harmless Purchaser and its directors, officers, members, managers, partners, employees and agents (and any other controlling persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities 1933 Act and or Section 20 20(a) of the Exchange 1934 Act), agents and the directors, officers, shareholders, agents, members, managers, partners or employees (from and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Person (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or arise out of any material breach of any representa- tion, warranty, covenant or agreement of the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses (including reasonable attorneys' fees and disbursements) as they shall be incurred, in connection with investigating, preparing for, or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall have been caused by or related to or arise out of such breach, whether or not such Indemnified Person shall be named as a party thereto and whether or not any liability shall result there- from. The Company shall not, however, be responsible for any claims, liabilities, losses, damages, costs and expensesor expenses pursu- ant to this Section 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, including all judgmentswillful misconduct or gross negligence, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs or any material breach by Purchaser of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. If The Company further agrees that the Company shall not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any action shall be brought against judgment in any Purchaser Party pending or threatened claim, action, suit or proceed- ing in respect of which indemnity indemnification may be sought pursuant to this Agreementhereunder unless such settlement, such Purchaser Party compromise or consent shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel include an unconditional release of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses each Indemnified Person hereunder from all liability arising out of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage action, suit or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementproceeding.

Company Indemnity. Subject to the provisions In consideration of each Buyer’s execution and delivery of this Section 5.1Agreement and the other Transaction Documents to be executed by such Buyer and acquiring the Securities hereunder and thereunder and in addition to all of the Company’s and its Subsidiaries’ other obligations under the Transaction Documents, the Company will shall defend, protect, indemnify and hold harmless such Buyer and each other holder of the Purchaser Securities and its directorsall of their stockholders, partners, officers, directors, members, managers, partners, employees and agents (direct or indirect investors and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act foregoing Persons’ agents or other representatives (including those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and Section 20 against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitees is a party to the Exchange Actaction for which indemnification hereunder is sought), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that disbursements (the “Indemnified Liabilities”), incurred by any such Purchaser Party may suffer or incur Indemnitees as a result of of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company or any of its Subsidiaries in any of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the representationsCompany or any of its Subsidiaries contained in the Transaction Documents or any other certificate, warrantiesinstrument or document contemplated hereby or thereby, covenants (c) any cause of action, suit or agreements claim brought or made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents in accordance with the terms thereof or any other certificate, instrument or document contemplated hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee’s owners, investors or Affiliates), (d) any other transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (e) the status of such Buyer or holder of the Securities as an investor in the Company. To the extent that the foregoing undertaking by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreementunenforceable for any reason, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have make the right to assume the defense thereof with counsel of its own choosing reasonably acceptable maximum contribution to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action payment and participate in the defense thereof, but the reasonable fees and expenses satisfaction of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position each of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party Indemnified Liabilities that is permissible under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementapplicable law.

Company Indemnity. Subject The Company shall, to the provisions of this Section 5.1fullest extent permitted by applicable law, indemnify, defend and hold harmless each Member and its Affiliates, including without limitation, the Company will indemnify Manager, and hold each Executive Committee Member, and the Purchaser and its directorsmanagers, members, officers, members, managers, partners, employees and or agents (and of any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of foregoing (collectively, the Exchange Act)“Indemnified Party“) against any losses, and the directorsclaims, officerscost, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all lossesexpenses, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any demands or liabilities to which such Purchaser Indemnified Party may suffer or incur become subject as a result of claims brought by third parties (i.e., any Person that is not an Affiliate of SAU or relating Inland or Xxxxxxxxx) in connection with any matter arising out of or incidental to any breach of act performed or omitted to be performed by any of the representations, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser such Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof connection with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without or the Company’s prior written consent, which shall not be unreasonably withheld business or delayedaffairs; or (ii) to the extent, but only to the extent that a loss, claim, damage such act or liability is omission (i) was not attributable to any Purchaser such Indemnified Party’s fraud, bad faith, willful misconduct or gross negligence and (ii) did not constitute a material breach or violation by said Indemnified Party of its material obligations under or in connection with this Agreement. If an Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with this Agreement or the Company’s business or affairs, the Company shall make advances to such Indemnified Party for its reasonable legal and other reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith, provided that such Indemnified Party shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Party was not entitled to be indemnified by the representationsCompany in connection with such action, warranties, covenants proceeding or agreements made by such Purchaser Party in investigation. Any indemnity under this AgreementSection 8.8(a) shall be paid solely out of and to the extent of Company assets and shall not be a personal obligation of any Member.

Company Indemnity. Subject to the provisions of this Section 5.1terms and conditions set forth herein, from and after the Closing Date, the Company will indemnify agrees to indemnify, defend and hold harmless the Purchaser and its Investors, their shareholders, directors, officers, membersemployees, managersaffiliates, partnerscontrolling persons, employees agents and agents representatives and their successors and assigns (individually an "Indemnified Party" and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title)collectively, each person who controls Purchaser (within the meaning of Section 15 of the Securities Act "Indemnified Parties") from and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from against any and all losses, claims, damages, costs and expensesliabilities, including all obligations, penalties, judgments, amounts paid awards, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in settlementsrespect thereof and any and all legal and other costs, court costs reasonable expenses or disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses and reasonable attorneys’ fees disbursements as and costs when incurred, of investigation that investigating, preparing or defending any such Purchaser Party may suffer action, suit, proceeding or incur as investigation (whether or not in connection with litigation in which the party requesting indemnification is a result party) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of or relating to any in connection with litigation in which the party requesting indemnification in connection with (i) the breach of any representation, warranty, agreement or covenant set forth in this Agreement or any Transaction Document (provided, however, that claims that are based on a breach of the representations, Company's representations and warranties may be made only if notice of such breach is given by the Indemnified Parties to the Company during the period of validity of such representations and warranties, covenants as set forth in Section 4), or agreements (ii) any order made or any inquiry, investigation or proceeding commenced or threatened by the Company in this Agreement. If any action shall be brought governmental or securities regulatory authority against any Purchaser an Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify connection with the Company in writing, and the transactions contemplated hereby. The Company shall not have the right any obligation to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser indemnify any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized Losses suffered or claim made by the Company Indemnified Party results from the breach of that party's representations, warranties or agreements in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without or the Company’s prior written consent, which shall not be unreasonably withheld other Transaction Documents or delayed; the Indemnified Party's gross negligence or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementwillful misconduct.

Company Indemnity. Subject to the provisions of this Section 5.1, the The Company will indemnify indemnify, hold harmless, and hold defend the Purchaser Foundation and its co-chairs, trustees, directors, officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)employees, and representatives other than Foundation sublicensees (collectively, the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser PartyFoundation Indemnitees”) harmless from and against any and all lossesjudgments, settlements, damages, penalties, losses, liabilities, and costs and expenses, (including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur costs) as a result of third-party causes of action, claims, suits, or relating legal proceedings (each a “Claim”) finally awarded to any breach such third-party by a court of competent jurisdiction against any of the representationsFoundation Indemnitees or agreed to as part of a monetary settlement of the Claim and arising out of or relating to: (a) bodily injury, warrantiesdeath, covenants or agreements made property damage caused by the activities or omissions of the Company, including any development, product launch, or commercialization activities carried out by the Company (including any failure to comply with applicable laws, regulations or rules in this Agreementconnection therewith), or by any Company product (other than to the extent such Claims were caused by commercialization or other activities conducted by a Foundation sublicensee without the involvement of the Company or any of its Affiliates); or (b) any Claim that the Platform Technology, any Funded Development or any Company product (other than to the extent such Claims were caused by commercialization or other activities conducted by a Foundation sublicensee without the involvement of the Company or any of its Affiliates) infringes upon a patent, proprietary, or other intellectual property right of a third-party. If The Foundation will give the Company prompt written notice of any action shall be brought against any Purchaser Party in respect of which indemnity may be sought Claim subject to indemnification pursuant to this Agreement, such Purchaser Party shall Section 14(a); provided that the Foundation’s failure to promptly notify the Company in writing, and will not affect the Company’s indemnification obligations except to the extent that the Foundation’s delay prejudices the Company’s ability to defend the Claim. The Company shall will have the right to assume sole control over the defense thereof and settlement of each and every Claim subject to indemnification pursuant to this Section 14(a), with counsel of its own choosing which is reasonably acceptable to the Purchaser PartyFoundation; provided that the Company conducts the defense actively and diligently at the sole cost and expense of the Company and provided further that the Company will not enter into any settlement that adversely affects, in any material respect, any Foundation Indemnitee without the applicable Foundation Indemnitee’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any Purchaser Party shall have The Foundation will provide the right Company, upon request, with reasonable cooperation in connection with the defense and settlement of the Claim. Subject to the Company’s rights above to control the defense and settlement of Claims, the Foundation and any Foundation Indemnitee may, at its own expense, employ separate counsel in any such action to monitor and participate in the defense thereofof any Claim under this Section 14(a). For the avoidance of doubt, but the reasonable fees and expenses of such counsel Company shall be at have no liability to the expense of such Purchaser Party except Foundation or any obligation to indemnify the Foundation pursuant to this Section 14(a) to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position claim arises out of the Company and the position of such Purchaser PartyFoundation’s fraud, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consentnegligence, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreementwillful misconduct.