Common use of Covenants of the Company Regarding Indemnification Clause in Contracts

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Documents, or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and Subscribers relating hereto. (b) The Subscribers agree to indemnify, hold harmless, reimburse and defend the Company, the Company’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation by the Subscribers in this Agreement or in any Exhibits or Schedules attached hereto or in any Transaction Documents. Notwithstanding the forgoing, in no event shall the liability of the Subscriber or permitted successor hereunder, or under any Transaction Documents or other agreement delivered in connection herewith, exceed the Purchase Price paid by such Subscriber. (c) The procedures set forth in Section 9(f) shall apply to the indemnification set forth in Section 8.

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse reimburse, and defend the Subscribers, the Subscribers’ officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholdersstockholders, against any claim, cost, expense, liability, obligation, loss loss, or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers Subscriber or any such person which that results, arises out of of, or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits exhibits or Schedules schedules attached hereto in any Transaction Documentshereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and Subscribers Subscriber relating hereto. (b) The Subscribers agree Promptly after receipt by Subscriber of notice of the commencement of any action, Subscriber shall, if a claim in respect thereof is to indemnifybe made against the Company hereunder, hold harmlessnotify the Company in writing thereof, reimburse but the omission so to notify the Company shall not relieve it from any liability that it may have to the Subscriber other than under this Section 10(b) and defend shall only relieve it from any liability that it may have to such Subscriber under this Section 10(b), except and only if and to the extent the Company is prejudiced by such omission. In case any such action shall be brought against the Subscriber and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Subscriber, and, after notice from the Company to such Subscriber of its election so to assume and undertake the defense thereof, the Company shall not be liable to such Subscriber under this Section 10(b) for any legal expenses subsequently incurred by such Subscriber in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the Subscriber and the Company and the Company shall have reasonably concluded that there may be reasonable defenses available to such Subscriber that are different from or additional to those available to the Company or, if the interests of the Subscriber reasonably may be deemed to conflict with the interests of each other, the Subscriber and the Company, as a group, shall have the right to select one separate counsel, reasonably satisfactory to the Subscriber and Company’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholdersto assume such legal defenses and otherwise to participate in the defense of such action, against any claim, cost, expense, liability, obligation, loss or damage (including with the reasonable legal fees) expenses and fees of any nature, incurred by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation separate counsel and other expenses related to such participation to be reimbursed by the Subscribers in this Agreement or in any Exhibits or Schedules attached hereto or in any Transaction Documents. Notwithstanding the forgoing, in no event shall the liability of the Subscriber or permitted successor hereunder, or under any Transaction Documents or other agreement delivered in connection herewith, exceed the Purchase Price paid by such SubscriberCompany as incurred. (c) The procedures set forth in Section 9(f) shall apply to the indemnification set forth in Section 8.

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse harmless and defend the Subscribers, the Subscribers’ each Subscriber and such Subscriber’s officers, directors, agents, Affiliates, members, managers, control persons, persons and principal shareholdersshareholders (collectively, the “Representatives”) against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any naturenature (or actions in respect thereof), joint or several, incurred by or imposed upon the Subscribers such Subscriber or any such person Representative which results, arises out of or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Documents, or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and Subscribers relating hereto. (b) The Subscribers agree to indemnify, hold harmless, reimburse and defend the Company, the Company’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation by the Subscribers Company or by Company in this Agreement or in any Exhibits or Schedules attached hereto or in any Transaction Documents. Notwithstanding the forgoingDocument, in no event shall the liability of the Subscriber or permitted successor hereunder, or under any Transaction Documents or other agreement delivered pursuant hereto or in connection herewith, exceed now or after the Purchase Price paid date hereof or (ii) after any applicable notice and/or cure periods, if any, any material breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscribers relating hereto, and reimburse such Subscriber or Representative for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. However, if any such liability is a result of Subscriber or its Representatives fraud, gross negligence or willful misconduct, the Company shall have no liability hereunder. (b) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party, except and only if and to the extent the indemnifying party is prejudiced by such Subscriberomission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled at its sole expense to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party. If the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to indemnified party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties, as a group, shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (c) The procedures set forth In order to provide for just and equitable contribution in the event of joint liability under the 1933 Act, in any case in which either (i) a Subscriber or Representative makes a claim for indemnification pursuant to this Section 9(f12 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 12 provides for indemnification in such case or (ii) contribution under the 1933 Act may be required on the part of the Subscriber or in circumstances for which indemnification is not provided under this Section 12; then, and in each such case, the Company and the Subscriber shall apply contribute to the indemnification set forth aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in Section 8such proportion so that the Subscriber is responsible only for the portion for which Subscriber is irrefutably and completely at fault. (d) Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, agents and counsel (“Indemnitees”), from and against any and all damage, loss, liability, cost and expense (including reasonable attorneys’ fees) (“Loss”) which any of them may incur by reason of any material breach of the representations and warranties made by Subscriber herein. Subscribers shall severally, and not jointly, indemnify the Company.

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse harmless and defend the Subscribers, the Subscribers’ each Subscriber and such Subscriber’s officers, directors, agents, Affiliates, members, managers, control persons, persons and principal shareholdersshareholders (collectively, the “Representatives”) against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any naturenature (or actions in respect thereof), joint or several, incurred by or imposed upon the Subscribers such Subscriber or any such person Representative which results, arises out of or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Documents, or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and Subscribers relating hereto. (b) The Subscribers agree to indemnify, hold harmless, reimburse and defend the Company, the Company’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation by the Subscribers Company or by Company in this Agreement or in any Exhibits or Schedules attached hereto or in any Transaction Documents. Notwithstanding the forgoingDocument, in no event shall the liability of the Subscriber or permitted successor hereunder, or under any Transaction Documents or other agreement delivered pursuant hereto or in connection herewith, exceed now or after the Purchase Price paid date hereof or (ii) after any applicable notice and/or cure periods, if any, any material breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscribers relating hereto, and reimburse such Subscriber or Representative for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. However, if any such liability is a result of Subscriber or its Representatives fraud, gross negligence or willful misconduct, the Company shall have no liability hereunder. (b) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party, except and only if and to the extent the indemnifying party is prejudiced by such Subscriberomission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled at its sole expense to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party. If the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to indemnified party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties, as a group, shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (c) The procedures set forth In order to provide for just and equitable contribution in the event of joint liability under the 1933 Act, in any case in which either (i) a Subscriber or Representative makes a claim for indemnification pursuant to this Section 9(f12 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 12 provides for indemnification in such case or (ii) contribution under the 1933 Act may be required on the part of the Subscriber or in circumstances for which indemnification is not provided under this Section 12; then, and in each such case, the Company and the Subscriber shall apply contribute to the indemnification set forth aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in Section 8such proportion so that the Subscriber is responsible only for the portion for which Subscriber is irrefutably and completely at fault. (d) Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, agents and counsel (“Indemnitees”), from and against any and all damage, loss, liability, cost and expense (including reasonable attorneys’ fees) (“Loss”) which any of them may incur by reason of any material breach of the representations and warranties made by Subscriber herein. . Subscribers shall severally, and not jointly, indemnify the Company.

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Documents, or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and Subscribers relating hereto. (b) The Subscribers agree to indemnify, hold harmless, reimburse and defend the Company, the Company’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation by the Subscribers in this Agreement or in any Exhibits or Schedules attached hereto or in any Transaction Documents. Notwithstanding the forgoing, in no event shall the liability of the Subscriber or permitted successor hereunder, or under any Transaction Documents or other agreement delivered in connection herewith, exceed the Purchase Price paid by such Subscriber. (c) The procedures set forth in Section 9(f8(f) shall apply to the indemnification set forth in Section 87.

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse and defend the SubscribersSubscriber, the Subscribers’ Subscriber’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers Subscriber or any such person which results, arises out of or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Documents, or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and Subscribers Subscriber relating hereto. (b) The Subscribers agree Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company, the Company’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation by the Subscribers Subscriber in this Agreement or in any Exhibits or Schedules attached hereto or in any Transaction Documents. Notwithstanding the forgoing, in no event shall the liability of the Subscriber or permitted successor hereunder, or under any Transaction Documents or other agreement delivered in connection herewith, exceed the Purchase Price paid by such Subscriber. (c) The procedures set forth in Section 9(f) shall apply to the indemnification set forth in Section 8.

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Documents, or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and Subscribers relating hereto. (b) The Subscribers agree to indemnify, hold harmless, reimburse and defend the Company, the Company’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation by the Subscribers in this Agreement or in any Exhibits or Schedules attached hereto or in any Transaction Documents. Notwithstanding the forgoing, in no event shall the liability of the Subscriber or permitted successor hereunder, or under any Transaction Documents or other agreement delivered in connection herewith, exceed the Purchase Price paid by such Subscriber. (c) The procedures set forth in Section 9(f) shall apply to the indemnification set forth in this Section 8.

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, counsel, Affiliates, members, managers, control persons, and principal shareholdersshareholders (each, a “Subscriber Party”), against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction DocumentsDocument, or other agreement delivered pursuant hereto or in connection herewith, now or after the date hereof; (ii) any action instituted against a Subscriber Party or their affiliates by any stockholder of the Company with respect to any of the transactions contemplated by the Transaction Documents or (iii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and Subscribers relating hereto. (b) If any action shall be brought against any Subscriber Party in respect of which indemnity may be sought pursuant to this Agreement, the Subscriber 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 Subscriber Party. Any Subscriber Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Subscriber 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 counsel, a material conflict on any material issue between the position of the Company and the position of such Subscriber Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Subscribers agree Company will not be liable to indemnify, hold harmless, reimburse and defend the Company, any Subscriber Party under this Agreement (y) for any settlement by a Subscriber Party effected without the Company’s officersprior written consent, directorswhich shall not be unreasonably withheld or delayed; or (z) to the extent, agentsbut only to the extent that a loss, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss damage or damage (including reasonable legal fees) liability is attributable to any Subscriber Party’s breach of any natureof the representations, incurred warranties, covenants or agreements made by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation by the Subscribers Subscriber Party in this Agreement or in any Exhibits or Schedules attached hereto or in any the other Transaction Documents. Notwithstanding the forgoing, in . (c) In no event shall the liability of the Subscriber Subscribers or permitted successor hereunder, hereunder or under any Transaction Documents Document or other agreement delivered in connection herewith, exceed herewith be greater in amount than the Purchase Price paid dollar amount of the net proceeds actually received by such SubscriberSubscriber or successor upon the sale of Registrable Securities (as defined herein). (c) The procedures set forth in Section 9(f) shall apply to the indemnification set forth in Section 8.

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ ' officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers Subscriber or any such person which results, arises out of or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Documentshereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and Subscribers Subscriber relating hereto. (b) The Subscribers agree Promptly after receipt by Subscriber of notice of the commencement of any action, Subscriber shall, if a claim in respect thereof is to indemnifybe made against the Company hereunder, hold harmlessnotify the Company in writing thereof, reimburse but the omission so to notify the Company shall not relieve it from any liability which it may have the Subscriber other than under this Section 10(b) and defend shall only relieve it from any liability which it may have to such Subscriber under this Section 10(b), except and only if and to the extent the Company is prejudiced by such omission. In case any such action shall be brought against Subscriber and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Subscriber, and, after notice from the Company to such Subscriber of its election so to assume and undertake the defense thereof, the Company shall not be liable to such Subscriber under this Section 10(b) for any legal expenses subsequently incurred by such Subscriber in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the Subscriber and the Company and the Company shall have reasonably concluded that there may be reasonable defenses available to Subscriber which are different from or additional to those available to the Company or if the interests of the Subscriber reasonably may be deemed to conflict with the interests of each other, the Subscriber and the Company, as a group, shall have the right to select one separate counsel, reasonably satisfactory to the Subscriber and Company’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholdersto assume such legal defenses and otherwise to participate in the defense of such action, against any claim, cost, expense, liability, obligation, loss or damage (including with the reasonable legal fees) expenses and fees of any nature, incurred by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation separate counsel and other expenses related to such participation to be reimbursed by the Subscribers in this Agreement or in any Exhibits or Schedules attached hereto or in any Transaction Documents. Notwithstanding the forgoing, in no event shall the liability of the Subscriber or permitted successor hereunder, or under any Transaction Documents or other agreement delivered in connection herewith, exceed the Purchase Price paid by such SubscriberCompany as incurred. (c) The procedures set forth in Section 9(f) shall apply to the indemnification set forth in Section 8.

Covenants of the Company Regarding Indemnification. (a) The Company agrees to indemnify, hold harmless, reimburse and defend the March Subscribers, the March Subscribers’ officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the March Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by the Company or breach of any representation or warranty by the Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Documentshereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any material covenant or undertaking to be performed by the Company hereunder, or any other material agreement entered into by the Company and the March Subscribers relating hereto. (b) The Subscribers agree Promptly after receipt by a March Subscriber of notice of the commencement of any action, such March Subscriber shall, if a claim in respect thereof is to indemnifybe made against the Company hereunder, hold harmlessnotify the Company in writing thereof, reimburse but the omission so to notify the Company shall not relieve it from any liability which it may have the Subscriber other than under this Section 10(b) and defend shall only relieve it from any liability which it may have to such March Subscriber under this Section 10(b), except and only if and to the extent the Company is prejudiced by such omission. In case any such action shall be brought against a March Subscriber and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such March Subscriber, and, after notice from the Company to such March Subscriber of its election so to assume and undertake the defense thereof, the Company shall not be liable to such March Subscriber under this Section 10(b) for any legal expenses subsequently incurred by such March Subscriber in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both such March Subscriber and the Company and the Company shall have reasonably concluded that there may be reasonable defenses available to such March Subscriber which are different from or additional to those available to the Company or if the interests of the March Subscriber reasonably may be deemed to conflict with the interests of each other, the March Subscriber and the Company, as a group, shall have the right to select one separate counsel, reasonably satisfactory to the March Subscriber and Company’s officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholdersto assume such legal defenses and otherwise to participate in the defense of such action, against any claim, cost, expense, liability, obligation, loss or damage (including with the reasonable legal fees) expenses and fees of any nature, incurred by or imposed upon them or any such person which results, arises out of or is based upon any material misrepresentation separate counsel and other expenses related to such participation to be reimbursed by the Subscribers in this Agreement or in any Exhibits or Schedules attached hereto or in any Transaction Documents. Notwithstanding the forgoing, in no event shall the liability of the Subscriber or permitted successor hereunder, or under any Transaction Documents or other agreement delivered in connection herewith, exceed the Purchase Price paid by such SubscriberCompany as incurred. (c) The procedures set forth in Section 9(f) shall apply to the indemnification set forth in Section 8.