Common use of Company Indemnity Clause in Contracts

Company Indemnity. Following entry by the Bankruptcy Court of the Backstop Commitment Agreement Order, but effective as of the date hereof, the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the 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 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) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Person.

Company Indemnity. Following entry by In the Bankruptcy Court event of a registration of any of the Backstop Commitment Agreement Order, but effective as Registrable Stock under the Securities Act pursuant to the provisions of the date hereofthis Agreement, the Reorganized CRC (the “Indemnifying Party”) Company shall indemnify and hold harmless harmless, to the extent permitted by law, the Holder, each Backstop Party underwriter of such Registrable Stock thereunder and its Affiliateseach other person, equity holdersif any, memberswho controls such Holder or underwriter within the meaning of the Securities Act, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs expenses, joint or several, to which such Holder, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Stock was registered under the Securities Act pursuant to the provisions of this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such Holder, each such underwriter and each such controlling person for any legal or other than Taxes of expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, and expense or action; provided that the Backstop Parties, except Company will not be liable in any such case if and to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur loss, claim, damage, liability or to which any such Indemnified Person may become subject arising expense arises 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 based upon: (i) as to an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any Defaulting Backstop Party such seller, any such underwriter or any Indemnified Person related thereto, caused by such default by controlling person in writing specifically for use in such Backstop Party, registration statement or prospectus; or (ii) the Holder's failure to deliver a copy of the extent they are found final prospectus as then amended or supplemented after the Company has furnished the Holder with a sufficient number of copies of the same, but only if delivery of same is required by a finallaw and the same would have cured the defect giving rise to any such loss, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith claim, damage, liability or willful misconduct of such Indemnified Personexpense.

Company Indemnity. Following entry by the Bankruptcy Court The Company will indemnify each Holder, each of its officers, directors, agents and partners, and each person controlling each of the Backstop Commitment Agreement Orderforegoing (the "Holder Indemnified Parties"), but effective as within the meaning of Section 15 of the date hereofSecurities Act and the rules and regulations thereunder against all claims, the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, damages and liabilities and costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for or actions in this Agreementrespect thereof) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus incident to any Registration Statement prepared pursuant to the terms of this Agreement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with this Agreementany such Registration Statement, the Plan qualification or compliance, and the transactions contemplated hereby will reimburse each Holder Indemnified Party, for any legal 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 reasonably incurred in connection with investigatinginvestigating and defending any such claim, preparing loss, damage, liability or action, provided that the Company will not be liable in any such case to defend a Holder Indemnified Party to the extent that any such claim, loss, damage, liability or defending, expense arises out of or providing evidence in is based on any untrue statement or preparing omission based upon written information furnished to serve or serving as the Company by a witness with respect to, any lawsuit, investigation, claim or other proceeding relating Holder and stated 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, be specifically for use therein and provided further that the foregoing indemnity will notshall not inure to the benefit of any Holder Indemnified Party if the person asserting such claim, as to any Indemnified Personloss, apply to Losses damage, liability or expense (i) as to any Defaulting Backstop Party or any purchased a Registrable Security and the Holder Indemnified Person related thereto, caused by such default by such Backstop Party, or someone acting on the Holder Indemnified Party's behalf, did not, to the extent required, deliver to such person at or prior to the written confirmation of the sale of such Registrable Security a prospectus prepared for use under the Registration Statement (as then amended or supplemented, if the Company furnishes any amendments or supplements thereto to the Holders) and if such prospectus (as so amended or supplemented) would have cured the defect giving rise to such claim, loss, damage, liability or expense; or (ii) received such a prospectus or amendment or supplement thereto in violation of Section 2(f) of this Agreement, if such violation caused such claim, loss, damage, liability or expense. The indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the extent they are found by a final, non-appealable judgment consent of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified PersonCompany (which consent will not be unreasonably withheld).

Company Indemnity. Following entry by the Bankruptcy Court In consideration of each Purchaser’s execution and delivery of the Backstop Commitment Agreement Order, but effective as Transaction Documents and purchase of the date hereofConvertible Notes and Warrants hereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Reorganized CRC (the “Indemnifying Party”) Company shall defend, indemnify and hold harmless each Backstop Party Purchaser and all its Affiliatesstockholders, equity holderspartners, members, partnersofficers, general partnersdirectors, managers employees and its and their respective agents or other representatives and controlling persons (eachincluding, an without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnified PersonPurchaser Indemnitees”) from and against any and all lossesactions, suits, claims, damageslosses, costs, penalties, fees, liabilities and costs damages, and expenses in connection therewith, and including reasonable attorneys’ fees and disbursements (other than Taxes the “Indemnified Liabilities”), incurred by any Purchaser Indemnitee as a result 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 representation or warranty made by the Company in the 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 Backstop PartiesCompany contained in the Transaction Documents or any other Closing certificate delivered to Purchaser as a condition to Closing, except to 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 extent otherwise provided for in this AgreementCompany) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject and arising out of or in connection with this Agreementresulting from the execution, delivery, performance or enforcement of the Plan and the transactions Transaction Documents or any other certificate, instrument or document contemplated hereby and or thereby, including . The Company shall not be obligated to indemnify a Purchaser Indemnitee pursuant to this Section 8.1 for Indemnified Liabilities to the Backstop Commitments, extent such Indemnified Liabilities are caused by acts of gross negligence or willful misconduct on the Equity Rights Offering, part of such Purchaser Indemnitee. To the payment of extent that 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 foregoing undertaking by the Company or its equity holdersmay be unenforceable for any reason, Affiliates, creditors or any other Person, the Company shall make the maximum contribution to the payment and reimburse satisfaction of 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 Indemnified Liabilities that is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Personpermissible under applicable law.

Company Indemnity. Following entry by Subject to the Bankruptcy Court of terms and conditions set forth herein, from and after the Backstop Commitment Agreement Order, but effective as of the date hereofClosing Date, the Reorganized CRC (the “Indemnifying Party”) shall indemnify Company agrees to indemnify, defend and hold harmless each Backstop Party the Investors, their shareholders, directors, officers, employees, affiliates, controlling persons, agents and its Affiliates, equity holders, members, partners, general partners, managers and its representatives and their respective representatives successors and controlling persons assigns (eachindividually an "Indemnified Party" and collectively, an “the "Indemnified Person”Parties") from and against any and all losses, claims, damages, liabilities liabilities, obligations, penalties, judgments, awards, costs, expenses and costs disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other 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 disbursements as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (other than Taxes of whether or not in connection with litigation in which the Backstop Parties, except to the extent otherwise provided for in this Agreementparty requesting indemnification is a party) (collectively, “"Losses”) that any such Indemnified Person may incur "), directly or to which any such Indemnified Person may become subject indirectly, caused by, relating to, based upon, arising out of or in connection with this Agreement, litigation in which 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 requesting indemnification in connection with investigating(i) the breach of any representation, preparing to defend warranty, agreement 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 covenant set forth herein), irrespective of whether or not the transactions contemplated by in this Agreement or the Plan are consummated or whether or not this Agreement is terminated; any Transaction Document (provided, however, that claims that are based on a breach of the foregoing indemnity will notCompany'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, as to any Indemnified Person, apply to Losses (i) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Partyset forth in Section 4), or (ii) any order made or any inquiry, investigation or proceeding commenced or threatened by any governmental or securities regulatory authority against an Indemnified Party in connection with the transactions contemplated hereby. The Company shall not have any obligation to indemnify any Indemnified Party to the extent they are found that the Losses suffered or claim made by a final, non-appealable judgment of a court of competent jurisdiction to arise the Indemnified Party results from the bad faith breach of that party's representations, warranties or agreements in this Agreement or the other Transaction Documents or the Indemnified Party's gross negligence or willful misconduct of such Indemnified Personmisconduct.

Company Indemnity. Following entry 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 fact that he is or was a director, officer or employee of the 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 Eggex xxx hold him harmless to the fullest extent legally permitted or authorized by the Bankruptcy Court Company's certificate of incorporation or bylaws or resolutions of the Backstop Commitment Agreement OrderCompany's Board or, but effective as if greater, by the laws of the date hereofState of Delaware, the Reorganized CRC against all cost, expense, liability and loss (the “Indemnifying Party”including, without limitation, attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) shall indemnify and hold harmless each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Partiesreasonably incurred or suffered by Eggex xx connection therewith, except to the extent otherwise provided for in this Agreement) (collectivelyattributable to Eggex'x xxxsx xxxligence or fraud), “Losses”) that any and such Indemnified Person may incur indemnification shall continue as to Eggex xxxn if he has ceased to be a director, member, officer, employee or agent of the Company or other entity and shall inure to which any such Indemnified Person may become subject arising out the benefit of or Eggex'x xxxrs, executors and administrators. The Company will advance to Eggex xxx reasonable costs and expenses to be incurred by him 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 Proceeding within 20 days after receipt by the Company or its equity holders, Affiliates, creditors or 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 indemnified against such costs and expenses. The provisions of this section shall not be deemed exclusive of any other Person, rights of indemnification to which Eggex xxx be entitled or which may be granted to him 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 shall be 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 addition to any rights of the foregoing (including in connection with the enforcement indemnification to which he may be entitled under any policy 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) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Personinsurance.

Company Indemnity. Following entry by the Bankruptcy Court of the Backstop Commitment Agreement Order, but effective as of the date hereof, the Reorganized CRC Company (the “Indemnifying PartyParties”) shall indemnify and hold harmless each Backstop Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Commitment 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 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) as to any Defaulting Backstop Commitment Party or any Indemnified Person related thereto, caused by such default by such Backstop Commitment Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or faith, willful misconduct or gross negligence of such Indemnified Person.

Company Indemnity. Following entry by the Bankruptcy Court of the Backstop Commitment Agreement Order, but effective as of the date hereof, the Reorganized CRC (the “Indemnifying Party”) shall The Company hereby agrees to indemnify and hold harmless each Backstop Party Purchaser and its Affiliatesdirectors, equity holdersofficers, members, partners, general partners, managers and its and their respective representatives and controlling persons (eachwithin the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act), an “Indemnified Person”) agents and employees from and against any and all claims, liabilities, losses, claimsdamages 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, damageswarranty, liabilities covenant or agreement of the Company con- tained in this Agreement, and shall reimburse such Indem- nified Person for all costs and expenses (other than Taxes of the Backstop Partiesincluding reasonable attorneys' fees and disbursements) as they shall be incurred, 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 defendingfor, or providing evidence in or preparing to serve or serving as a witness with respect todefending any action, any lawsuitclaim, investigation, claim inquiry or other proceeding relating to any of the foregoing (including proceeding, whether or not in connection with the enforcement pending or threatened litigation, which shall have been caused by or related to or arise out of the indemnification obligations set forth herein)such breach, irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or 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, or expenses pursu- ant to this Agreement is terminated; providedSection 6.2 or otherwise which shall be finally judicially determined to have resulted primarily from an Indemnified Person's bad faith, willful misconduct or gross negligence, or any material breach by Purchaser of this Agreement. The Company further agrees that the foregoing indemnity will Company shall not, as without the prior written consent of Purchaser, settle or compromise or consent to the entry of any Indemnified Personjudgment in any pending or threatened claim, apply to Losses (i) as to any Defaulting Backstop Party action, suit or any proceed- ing in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise hereunder from the bad faith or willful misconduct all liability arising out of such Indemnified Personclaim, action, suit or proceeding.

Company Indemnity. Following entry by In addition to any and all other remedies available to Seller and its Affiliates (other than the Bankruptcy Court of Company and its Subsidiaries), including pursuant to the Backstop Commitment Agreement Order, but effective as of the date hereofPurchase Agreement, the Reorganized CRC (the “Indemnifying Party”) Company shall indemnify and hold harmless each Backstop Party Seller and its AffiliatesAffiliates (other than the Company and its Subsidiaries) and their respective officers, equity holdersdirectors, partners, members, partnersemployees, general partnersagents, managers representatives, successors and its and their respective representatives and controlling persons permitted assigns (each, an the “Seller Indemnified PersonParties”) 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, liabilities and costs and costs, losses or expenses (other than Taxes relating to an allegation that the use or display of the Backstop Parties, except Seller Marks pursuant to the extent Licensed Uses infringes, misappropriates, conflicts with, dilutes or otherwise provided for violates the Intellectual Property rights of any Person or (b) an Adverse Event. Notwithstanding anything in this AgreementAgreement 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 its Subsidiaries or any of its or their permitted sublicensees, Seller, in addition to any other remedies available to it, (i) (collectivelyshall be entitled to seek a preliminary injunction, “Losses”) that temporary restraining order or other equivalent relief restraining the Company, any of its Affiliates and any of its or their permitted sublicensees from any such Indemnified Person may incur breach or threatened breach and (ii) shall not be required to which provide any such Indemnified Person may become subject arising out of bond or other security in connection with this Agreementany such injunction, 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 order 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) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Personrelief.

Company Indemnity. Following entry by The Company will indemnify, hold harmless, and defend the Bankruptcy Court of the Backstop Commitment Agreement OrderFoundation and its co-chairs, but effective as of the date hereoftrustees, directors, officers, employees and representatives (collectively, the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified PersonFoundation Indemnitees”) from and against any and all lossesjudgments, claimssettlements, damages, penalties, losses, liabilities and costs (including reasonable attorneys’ fees and expenses costs) as a result of third party causes of action, claims, suits, or legal proceedings (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) (collectively, each a “LossesClaim”) that any finally awarded to 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) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction against any of the Foundation Indemnitees or agreed to arise from as part of a monetary settlement of the bad faith Claim and arising out of or relating to: (a) bodily injury, death or 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 connection 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. The Foundation will give the Company prompt written notice of any Claim subject to indemnification pursuant to this Section 15(a); provided that the Foundation’s failure to promptly notify the Company 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 will have sole control over the defense 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 Foundation; 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. The Foundation will provide the 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 to monitor and participate in the defense of any Claim under this Section 15(a). For the avoidance of doubt, the Company shall have no liability to the Foundation or any obligation to indemnify the Foundation pursuant to this Section 15(a) to the extent such claim arises out of the Foundation’s fraud, negligence or willful misconduct of such Indemnified Personmisconduct.

Company Indemnity. Following entry by Subject to the Bankruptcy Court of terms and conditions set forth herein, from and after the Backstop Commitment Agreement Order, but effective as of the date hereofClosing Date, the Reorganized CRC (the “Indemnifying Party”) shall indemnify Company agrees to indemnify, defend and hold harmless each Backstop Party the Investors, their shareholders, directors, officers, employees, affiliates, controlling persons, agents and its Affiliates, equity holders, members, partners, general partners, managers and its representatives and their respective representatives successors and controlling persons assigns (eachindividually an "Indemnified Party" and collectively, an “the "Indemnified Person”Parties") from and against any and all losses, claims, damages, liabilities liabilities, obligations, penalties, judgments, awards, costs, expenses and costs disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other 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 disbursements as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (other than Taxes of whether or not in connection with litigation in which the Backstop Parties, except to the extent otherwise provided for in this Agreementparty requesting indemnification is a party) (collectively, “"Losses”) that any such Indemnified Person may incur "), directly or to which any such Indemnified Person may become subject indirectly, caused by, relating to, based upon, arising out of or in connection with this Agreement, litigation in which 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 requesting indemnification in connection with investigating(i) the breach of any representation, preparing to defend warranty, agreement 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 covenant set forth herein), irrespective of whether or not the transactions contemplated by in this Agreement or the Plan are consummated or whether or not this Agreement is terminated; any Transaction Document (provided, however, that claims that are based on a breach of the foregoing indemnity will notCompany'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, as to any Indemnified Person, apply to Losses (i) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Partyset forth in Section 4), or (ii) any order made or any inquiry, investigation or proceeding commenced or threatened by any governmental or securities regulatory authority against an Indemnified Party in connection with the transactions contemplated hereby. The Company shall not have any obligation to indemnify any Indemnified Party to the extent they are found that the losses suffered or claims made by a final, non-appealable judgment of a court of competent jurisdiction to arise the Indemnified Party results from the bad faith breach of that party's representations, warranties or agreements in this Agreement or the other Transaction Documents or the Indemnified Party's gross negligence or willful misconduct of such Indemnified Personmisconduct.

Company Indemnity. Following entry by the Bankruptcy Court of the Backstop Commitment Agreement OrderThe Company agrees to save, but effective as of the date hereofprotect, the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless harmless, on an After-Tax Basis, the Capital Entities and the employees, officers, directors, agents and representatives of each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) of the foregoing from and against all liabilities, costs (including attorney's fees and disbursements), claims and charges arising from or relating to: (i) breach by any Company Entity of any representations, warranties or covenants of such Company Entity contained in or delivered pursuant to this Agreement or any other agreement of any Company Entity relating to Products, Financings or Ancillary Services; (ii) any products, environmental or other similar liability relating to the Products (such as claims for personal injury or property damage); (iii) any misrepresentation made by any employee or agent of any Company Entity to any Customer or Authorized Dealer as to the commitment of any Capital Entity to provide any Financings or Ancillary Services to such Customer or Authorized Dealer or the likely availability thereof; and all losses(iv) any violation by any Company Entity or any employee or agent thereof of any law applicable to the sale, claimslease or other furnishing of Products or to any related Financings or Ancillary Services; provided that in the event that any Company Entity and a Capital Entity separately agree to indemnification (or waiver thereof) with respect to a matter that would otherwise be subject to indemnification pursuant to this Section 9.2, damagessuch other agreement will apply with respect to such matter and this Section 9.2 will not so apply. To the extent that a Company Entity performs its obligations under Section 7.2 with respect to an actual or potential Company Responsibility, liabilities the Capital Entities and costs and expenses (other than Taxes related indemnified parties will not be separately entitled to indemnification under this Section 9.2 with respect to any loss or cost relating to such Company Responsibility that would otherwise be indemnifiable under this Section 9.2. The foregoing indemnity shall not apply in respect of the Backstop Partiesliabilities, except costs, claims or charges to the extent otherwise arising from or relating to (i) any action, sufferance or omission by a Capital Entity or an employee of a Capital Entity that is effected in bad faith or represents gross negligence or willful misconduct, (ii) any action, sufferance or omission by a Company Entity or employee of a Company Entity pursuant to the express instructions of a Capital Entity or employee of a Capital Entity (in the case of such employee, if such instructions are provided for by such employee in this Agreementhis or her capacity as such) or (collectively, “Losses”iii) that any such Indemnified Person may incur breach or to which violation by a Capital Entity or any such Indemnified Person may become subject arising out employee 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 a Capital Entity of the Backstop Commitment Premium or the use provisions of the proceeds of the Equity Rights Offering, the Transaction Expenses this Agreement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is other applicable agreement between a party thereto, Company Entity and a Capital Entity (whether or not such proceedings are brought by the Company breach or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject violation gives rise 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 right of the foregoing (including in connection with the enforcement termination 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) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Personother agreement).

Company Indemnity. Following entry The Company shall, to the fullest extent permitted by the Bankruptcy Court of the Backstop Commitment Agreement Orderapplicable law, but effective as of the date hereofindemnify, the Reorganized CRC (the “Indemnifying Party”) shall indemnify defend and hold harmless each Backstop Party Member and its Affiliates, equity holdersincluding without limitation, the Manager, and each Executive Committee Member, and the managers, members, partnersofficers, general partnersemployees or agents of any of the foregoing (collectively, managers and its and their respective representatives and controlling persons (each, an the “Indemnified Person”Party“) from and against any and all losses, claims, cost, expenses, damages, demands or liabilities and costs and expenses to which such Indemnified Party may become subject as a result of claims brought by third parties (other than Taxes i.e., any Person that is not an Affiliate of SAU or Inland or Xxxxxxxxx) in connection with any matter arising out of or incidental to any act performed or omitted to be performed by any such Indemnified Party in connection with this Agreement or the Backstop Parties, except Company’s business or affairs; but only to the extent otherwise provided for that such act or omission (i) was not attributable to 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) (collectively. If an Indemnified Party becomes involved in any capacity in any action, “Losses”) that proceeding or investigation in connection with any such Indemnified Person may incur or to which any such Indemnified Person may become subject matter arising out of or in connection with this AgreementAgreement or the Company’s business or affairs, the Plan Company shall make advances to such Indemnified Party for its reasonable legal and the transactions contemplated hereby and thereby, other reasonable out-of-pocket expenses (including the Backstop Commitmentscost of any investigation and preparation) as they are incurred in connection therewith, provided that such Indemnified Party shall promptly repay to the Equity Rights Offering, Company the payment amount 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 such reimbursed expenses paid to any of the foregoing, regardless of whether any it if it shall ultimately be determined that such Indemnified Person is a party thereto, whether or Party was not such proceedings are brought entitled to be indemnified 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 investigatingsuch action, preparing to defend proceeding 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 . Any indemnity under this Section 8.8(a) shall be paid solely out 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) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) and to the extent they are found by of Company assets and shall not be a final, non-appealable judgment personal obligation of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Personany Member.

Company Indemnity. Following entry The Company agrees that if the Chairman is 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 the Bankruptcy Court reason of the Backstop Commitment Agreement Orderfact that he is or was a director, but effective as officer or employee of the date hereof, Company or any Subsidiary or is or was serving at the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes request of the Backstop PartiesCompany or any Subsidiary as a director, except to the extent otherwise provided for in this Agreement) (collectivelyofficer, “Losses”) that any such Indemnified Person may incur member, employee or to which any such Indemnified Person may become subject arising out agent of another corporation, partnership, joint venture, trust or in connection with this Agreement, the Plan and the transactions contemplated hereby and therebyother enterprise, 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 service with respect to any of the foregoing, regardless of whether any Indemnified Person is a party theretoemployee benefit plans, whether or not the basis of such proceedings are brought Proceeding is the Chairman’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Chairman shall be indemnified and held harmless by the Company to the fullest extent legally permitted or its equity holdersauthorized by the Company’s certificate of incorporation or bylaws or resolutions of the Company’s Board or, Affiliatesif greater, creditors by the laws of the State of New York against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or any other Personpenalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Chairman in connection therewith, and reimburse each Indemnified Person upon demand such indemnification shall continue as to the Chairman even if he has ceased to be a director, member, officer, employee or agent of the Company or other entity and shall inure to the benefit of the Chairman’s heirs, executors and administrators. The Company shall advance to the Chairman all 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 reasonable documented (such advance, together with such documentation subject as may be reasonably requested by the Company. Such request shall include an undertaking by the Chairman to redaction repay the amount of such advance if it shall ultimately be determined that he is not entitled to preserve attorney client be indemnified against such costs and work product privilegesexpenses. The provisions of this Section 12(a) legal shall not be deemed exclusive of any other rights of indemnification to which the Chairman may be entitled or other third party expenses incurred which may be granted to him, and it shall be 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 addition to any rights of the foregoing (including in connection with the enforcement indemnification to which he may be entitled under any policy 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) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Personinsurance.

Company Indemnity. Following entry by the Bankruptcy Court of the Backstop Commitment Agreement Order, but effective as of the date hereof, the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the 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 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) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (iii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Person.

Company Indemnity. Following entry by In addition to the Bankruptcy Court payment of expenses pursuant to Section 11.1, the Company (the "Company Indemnitor") agrees to indemnify, pay and hold the Senior Noteholders, and the officers, directors, employees, agents, and Affiliates of the Backstop Commitment Agreement OrderSenior Noteholders (collectively referred to as the "Purchaser Indemnitees") harmless, but effective as of the date hereof, the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) from and against any and all other actual costs, expenses, liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, claims and costs disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and expenses disbursements of one counsel for such Purchaser Indemnitees) (other than Taxes a) resulting from any breach of any representation or warranty of the Backstop PartiesCompany or any covenant, except to obligation or agreement of the extent otherwise provided for Company contained herein or in this Agreementany certificate or other document delivered in connection herewith, or (b) in connection with any investigative, administrative or judicial proceeding commenced or threatened (collectivelyexcluding claims among Purchaser Indemnitees and, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject 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 designated a party thereto, which may be imposed on, incurred by, or asserted against that Purchaser Indemnitee, in connection with any manner relating to or arising out of this Agreement, the Plan and Senior Note, the Loan Documents or the other documents related to the transactions contemplated hereby and thereby, including the Backstop Commitmentshereby, the Equity Rights Offering, Purchaser's agreement to purchase the payment of the Backstop Commitment Premium Senior Note or the use or intended 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 proceeds thereof to the Company or its equity holders(collectively, Affiliates, creditors or any other Person, and reimburse each the "Purchaser 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 hereinLiabilities"), 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 Company Indemnitor shall not have any obligation to any a Purchaser Indemnitee hereunder with respect to a Purchaser Indemnified Person, apply to Losses (i) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) Liability to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise that such Purchaser Indemnified Liability arises from the bad faith gross negligence or willful misconduct of such Indemnified Personthat Purchaser Indemnitee.

Company Indemnity. Following entry by the Bankruptcy Court of the Backstop Commitment Agreement OrderThe Company agrees to save, but effective as of the date hereofprotect, the Reorganized CRC (the “Indemnifying Party”) shall indemnify and hold harmless harmless, on an After-Tax Basis, the Capital Entities and the employees, officers, directors, agents and representatives of each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling persons (each, an “Indemnified Person”) of the foregoing from and against all liabilities, costs (including attorney's fees and disbursements), claims and charges arising from or relating to: (i) breach by any Company Entity of any representations, warranties or covenants of such Company Entity contained in or delivered pursuant to this Agreement or any other agreement of any Company Entity relating to Products, Financings or Ancillary Services; (ii) any products, environmental or other similar liability relating to the Products (such as claims for personal injury or property damage); (iii) any misrepresentation made by any employee or agent of any Company Entity to any Customer or Authorized Dealer as to the commitment of any Capital Entity to provide any Financings or Ancillary Services to such Customer or Authorized Dealer or the likely availability thereof; and all losses(iv) any violation by any Company Entity or any employee or agent thereof of any law applicable to the sale, claimslease or other furnishing of Products or to any related Financings or Ancillary Services; provided that in the event that any Company Entity and a Capital Entity separately agree to indemnification (or waiver thereof) with respect to a matter that would otherwise be subject to indemnification pursuant to this Section 9.2, damagessuch other agreement will apply with respect to such matter and this Section 9.2 will not so apply. To the extent that a Company Entity performs its obligations under Section 7.2 with respect to an -40- actual or potential Company Responsibility, liabilities the Capital Entities and costs and expenses (other than Taxes related indemnified parties will not be separately entitled to indemnification under this Section 9.2 with respect to any loss or cost relating to such Company Responsibility that would otherwise be indemnifiable under this Section 9.2. The foregoing indemnity shall not apply in respect of the Backstop Partiesliabilities, except costs, claims or charges to the extent otherwise arising from or relating to (i) any action, sufferance or omission by a Capital Entity or an employee of a Capital Entity that is effected in bad faith or represents gross negligence or willful misconduct, (ii) any action, sufferance or omission by a Company Entity or employee of a Company Entity pursuant to the express instructions of a Capital Entity or employee of a Capital Entity (in the case of such employee, if such instructions are provided for by such employee in this Agreementhis or her capacity as such) or (collectively, “Losses”iii) that any such Indemnified Person may incur breach or to which violation by a Capital Entity or any such Indemnified Person may become subject arising out employee 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 a Capital Entity of the Backstop Commitment Premium or the use provisions of the proceeds of the Equity Rights Offering, the Transaction Expenses this Agreement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is other applicable agreement between a party thereto, Company Entity and a Capital Entity (whether or not such proceedings are brought by the Company breach or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject violation gives rise 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 right of the foregoing (including in connection with the enforcement termination 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) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, or (ii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Personother agreement).