Common use of Indemnification and Hold Harmless Clause Clause in Contracts

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXX, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXXXXXX, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX Xxxxxx Xxxxx agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX Xxxxxx Xxxxx as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX Xxxxxx Xxxxx shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX Xxxxxx Xxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX Xxxxxx Xxxxx for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX Xxxxxx Xxxxx that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX Xxxxxx Xxxxx shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX Xxxxxx Xxxxx and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX Xxxxxx Xxxxx and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX Xxxxxx Xxxxx hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX Xxxxxx Xxxxx may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXXXXXXX XXXXX, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX XXXXXXXXX agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX XXXXXXXXX as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX XXXXXXXXX shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX XXXXXXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX XXXXXXXXX for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX XXXXXXXXX that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX XXXXXXXXX shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX XXXXXXXXX and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX XXXXXXXXX and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX XXXXXXXXX hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX XXXXXXXXX may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXXXXXXXXXX, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX NASSAU CONSULTANTS agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX NASSAU CONSULTANTS as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX NASSAU CONSULTANTS shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX NASSAU CONSULTANTS also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX NASSAU CONSULTANTS for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX NASSAU CONSULTANTS that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX NASSAU CONSULTANTS shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX NASSAU CONSULTANTS and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX NASSAU CONSULTANTS and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX NASSAU CONSULTANTS hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX NASSAU CONSULTANTS may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXNASSAU CONSULTANTS, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX Titan Advantages LTD agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX Titan Advantages LTD as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX Titan Advantages LTD shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX Titan Advantages LTD also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX Titan Advantages LTD for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX Titan Advantages LTD that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX Titan Advantages LTD shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX Titan Advantages LTD and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX Titan Advantages LTD and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX Titan Advantages LTD hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX Titan Advantages LTD may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXTITAN ADVANTAGES LTD , RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX ARTCO agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX ARTCO as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX ARTCO shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX ARTCO also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX ARTCO for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX ARTCO that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX ARTCO shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX ARTCO and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX ARTCO and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX ARTCO hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX ARTCO may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXARTCO, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX XXXXXX XXXX agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX XXXXXX XXXX as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX XXXXXX XXXX shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX XXXXXX XXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX XXXXXX XXXX for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX XXXXXX XXXX that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX XXXXXX XXXX shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX XXXXXX XXXX and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX XXXXXX XXXX and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX XXXXXX XXXX hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX XXXXXX XXXX may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXXXXXXX XXXX, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX Xxxx Xxxxxxx agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX Xxxx Xxxxxxx as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX Xxxx Xxxxxxx shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX Xxxx Xxxxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX Xxxx Xxxxxxx for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX Xxxx Xxxxxxx that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX Xxxx Xxxxxxx shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX Xxxx Xxxxxxx and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX Xxxx Xxxxxxx and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX Xxxx Xxxxxxx hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX Xxxx Xxxxxxx may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXXxxx Xxxxxxx, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX TURBYFIELD agrees to indemnify and hold RWNT indemnixx xxx xxxd CBXC and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT CBXC or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTCBXC's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTCBXC's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTCBXC's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT CBXC and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX TURBYFIELD as they are incurredincurxxx; providedxxxxxded, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX TURBYFIELD shall perform its obligations xxxxxxxxxns hereunder to reimburse RWNT CBXC and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX TURBYFIELD also agrees that no Indemnified xx Xxxxxxxfied Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX TURBYFIELD for or in connection with any connectxxx xxxx xny act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that TURBYFIELD is found in a final determination finxx xxxxxxxnation by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT CBXC or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX TURBYFIELD shall contribute to the amount xx xxx xxxunt paid or payable by RWNT CBXC or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX TURBYFIELD and its shareholders on the shareholdxxx xx xxe one hand and RWNT CBXC or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX TURBYFIELD and RWNT CBXC or any such other sxxx xxxxx Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT CBXC and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT CBXC pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX TURBYFIELD hereinabove set forth shall fxxxx xxxxx be in addition to any liability which XXXXX X. XXXXXXXX TURBYFIELD may otherwise have and these havx xxx xxxxe obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXTURBYFIELD, RWNT CBXC and any other Indemnified othxx Xxxxxxxfied Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX BURAND agrees to indemnify and hold RWNT axx xxxd CBXC and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT CBXC or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTCBXC's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTCBXC's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTCBXC's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT CBXC and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX BURAND as they are incurred; provided, xxxxxded however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX BURAND shall perform its obligations oblxxxxxxns hereunder to reimburse RWNT CBXC and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX BURAND also agrees that no Indemnified Ixxxxxxfied Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX BURAND for or in connection with any xxxx xny act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that BURAND is found in a final determination dxxxxxxnation by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT CBXC or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX BURAND shall contribute to the amount txx xxxunt paid or payable by RWNT CBXC or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX BURAND and its shareholders on the xx xxe one hand and RWNT CBXC or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX BURAND and RWNT CBXC or any such other xxxxx Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT CBXC and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT CBXC pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX BURAND hereinabove set forth shall xxxxx be in addition to any liability which XXXXX X. XXXXXXXX BURAND may otherwise have and these anx xxxxe obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXBURAND, RWNT CBXC and any other Indemnified Ixxxxxxfied Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX BALCONI agrees to indemnify and hold RWNT CBXC and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT CBXC or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTCBXC's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTCBXC's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTCBXC's personnel whose time is timeis spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT CBXC and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX BALCONI as they are incurred; provided, provided however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX BALCONI shall perform its obligations hereunder to reimburse RWNT CBXC and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX BALCONI also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX BALCONI for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that BALCONI is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT CBXC or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX BALCONI shall contribute to the amount paid or payable by RWNT CBXC or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX BALCONI and its shareholders on the one hand and RWNT CBXC or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX BALCONI and RWNT CBXC or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT CBXC and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT CBXC pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX BALCONI hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX BALCONI may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXBALCONI, RWNT CBXC and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX ENGLOCAN agrees to indemnify and hold RWNT CBXC and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT CBXC or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTCBXC's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTCBXC's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTCBXC's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT CBXC and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX ENGLOCAN as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX ENGLOCAN shall perform its obligations hereunder to reimburse RWNT CBXC and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX ENGLOCAN also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX ENGLOCAN for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that ENGLOCAN is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT CBXC or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX ENGLOCAN shall contribute to the amount paid or payable by RWNT CBXC or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX ENGLOCAN and its shareholders on the one hand and RWNT CBXC or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX ENGLOCAN and RWNT CBXC or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT CBXC and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT CBXC pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX ENGLOCAN hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX ENGLOCAN may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXENGLOCAN, RWNT CBXC and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX Xxxxxxx Xxxxx agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX Xxxxxxx Xxxxx as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX Xxxxxxx Xxxxx shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX Xxxxxxx Xxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX Xxxxxxx Xxxxx for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX Xxxxxxx Xxxxx that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX Xxxxxxx Xxxxx shall contribute to the amount paid or 45 payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX Xxxxxxx Xxxxx and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX Xxxxxxx Xxxxx and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX Xxxxxxx Xxxxx hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX Xxxxxxx Xxxxx may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXXxxxxxx Xxxxx, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX KHANNA agrees to indemnify and hold RWNT CBXC and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT CBXC or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTCBXC's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTCBXC's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTCBXC's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT CBXC and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX KHANNA as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX KHANNA shall perform its obligations hereunder to reimburse RWNT CBXC and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX KHANNA also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX KHANNA for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that KHANNA is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT CBXC or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX KHANNA shall contribute to the amount paid or payable by RWNT CBXC or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX KHANNA and its shareholders on the one hand and RWNT CBXC or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX KHANNA and RWNT CBXC or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT CBXC and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT CBXC pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX KHANNA hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX KHANNA may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXKHANNA, RWNT CBXC and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX agrees to indemnify WTAR shall indemnify, hold harmless and hold RWNT defend CUCOLORIS, its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended, its successors and its affiliatesassigns, control personsand each of their stockholders, directors, officers, employees employees, agents and agents counsel (each an collectively, "Indemnified PersonParties") harmless ), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs "Loss" (as defined herein) incurred or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or sustained by any such other Indemnified Person is Parties directly or indirectly as a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, result or arising out of (a) any matter referred untrue statement (or alleged untrue statement) of a material fact, or the omission (or alleged omission) therefrom of a material fact necessary to make the statements therein, in this light of the circumstances under which they were made, not misleading, (i) made by any Person other than the Indemnified Party and/or (ii) made by an Indemnified Party that is contained in the Brochure or in any writing supplied to CUCOLORIS by WTAR or one of its agents; (b) any transaction contemplated by the Agreement. This indemnity shall also include RWNT's ; and/or (c) CUCOLORIS performing any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and of the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX as they are incurredservices contemplated under the Agreement; provided, however, that the indemnity herein set forth WTAR shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise be liable to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending extent that any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that Loss is found in a final determination judgment by a court of competent jurisdiction to have resulted from such Indemnified Person's CUCOLORIS' gross negligence or willful misconductbad faith in performing such services. If for Notwithstanding any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX shall contribute provision of this Agreement to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such losscontrary, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and shall CUCOLORIS and/or any such other Indemnified Person hereunder exceed the Party be required to contribute an amount in excess of fees actually net compensation received by RWNT CUCOLORIS and/or such Indemnified Party pursuant to the Agreement. As used in this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX hereinabove set forth shall be in addition to "Loss" means any liability which XXXXX X. XXXXXXXX may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit judgment, cost, direct or consequential damage, disbursement, expense, liability, loss, deficiency, obligation, penalty, recovery or settlement of any successorskind or nature, assignswhether foreseeable or unforeseeable, heirs including but not limited to, interest or other carrying costs, penalties, attorneys' fees and personal representatives expenses, accounting fees, witness fees (expert or otherwise), travel expenses, and all costs and other amounts paid in connection with any threatened, pending or contemplated claim, demand, action, suit, proceeding or inquiry, whether of XXXXX X. XXXXXXXXa civil, RWNT criminal, administrative or investigative nature, and whether the Indemnified Party is defendant, plaintiff or otherwise, including, without limitation, costs of investigation, collection, prosecution, defense, appeal, attachment and bonds, or in connection with establishing a right to indemnification under the Agreement, any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafteragreement or any insurance.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX XXX XXX XX agrees to indemnify and hold RWNT SWKJ and its affiliates, control persons, directors, officers, employees and agents (each an "“Indemnified Person"”) harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT SWKJ or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTSWKJ's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTSWKJ's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTSWKJ's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT SWKJ and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX XXX XXX XX as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX XXX XXX XX shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX XXX XXX XX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX XXX XXX XX for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX XXX XXX XX that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's ’s gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT SWKJ or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX XXX XXX XX shall contribute to the amount paid or payable by RWNT SWKJ or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX XXX XXX XX and its shareholders on the one hand and RWNT SWKJ or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX XXX XXX XX and RWNT SWKJ or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT SWKJ and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT SWKJ pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX XXX XXX XX hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX XXX XXX XX may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXXXX XXX XX, RWNT SWKJ and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX Xxxxxxx Xxxxx agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX Xxxxxxx Xxxxx as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX Xxxxxxx Xxxxx shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX Xxxxxxx Xxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX Xxxxxxx Xxxxx for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX Xxxxxxx Xxxxx that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX Xxxxxxx Xxxxx shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX Xxxxxxx Xxxxx and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX Xxxxxxx Xxxxx and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX Xxxxxxx Xxxxx hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX Xxxxxxx Xxxxx may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXXxxxxxx Xxxxx, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC agrees to indemnify and hold RWNT SRKS and its affiliates, control persons, directors, officers, employees and agents (each an "“Indemnified Person"”) harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT SRKS or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTSRKS's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTSRKS's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTSRKS's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT SRKS and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's ’s gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT SRKS or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC shall contribute to the amount paid or payable by RWNT SRKS or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC and its shareholders on the one hand and RWNT SRKS or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC and RWNT SRKS or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT SRKS and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT SRKS pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXNASSAU INTERNATIONAL CONSULTANTS INC, RWNT SRKS and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX KEN ASH JR agrees to indemnify and hold RWNT SWKJ and its affiliatesaffilxxxxx, control xxxtrol persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT SWKJ or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTSWKJ's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTSWKJ's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTSWKJ's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT SWKJ and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX KEN ASH JR as they are incurred; provided, however, that the indemnity thx xxxxxxxxy herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX KEN ASH JR shall perform its obligations hereunder to reimburse RWNT reimbxxxx XXXX and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX KEN ASH JR also agrees that no Indemnified Person shall have any liability havx xxx xxxxility (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX KEN ASH JR for or in connection with any act or omission to act as a x result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX KEN ASH JR that is found in a final determination by a court of competent courx xx xxxxxtent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT SWKJ or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX KEN ASH JR shall contribute to the amount paid or payable by RWNT or bx XXXX xx any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX KEN ASH JR and its shareholders on the one hand and RWNT SWKJ or any such other xxx xxxx xxxxx Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX KEN ASH JR and RWNT SWKJ or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT SWKJ and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT SWKJ pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX KEN ASH JR hereinabove set forth shall be in addition to any liability anx xxxxxxxxy which XXXXX X. XXXXXXXX KEN ASH JR may otherwise have and these obligations and the other provisions xxxxx xxxvisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXKEN ASH JR, RWNT SWKJ and any other Indemnified Person. The terms Xxx xxxms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX STRATUS agrees to indemnify and hold RWNT CBXC and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT CBXC or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTCBXC's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTCBXC's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTCBXC's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT CBXC and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX STRATUS as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX STRATUS shall perform its obligations hereunder to reimburse RWNT CBXC and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX STRATUS also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX STRATUS for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that STRATUS is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT CBXC or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX STRATUS shall contribute to the amount paid or payable by RWNT CBXC or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX STRATUS and its shareholders on the one hand and RWNT CBXC or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX STRATUS and RWNT CBXC or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT CBXC and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT CBXC pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX STRATUS hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX STRATUS may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXSTRATUS, RWNT CBXC and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX To the fullest extent permitted by law, the APPLICANT agrees to indemnify indemnify, defend, and hold RWNT and harmless the Nineveh-Xxxxxxx-Xxxxxxx United School Corporation, its affiliates, control persons, directors, officers, agents, volunteers, and employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilitieslosses, costs or and expenses, including those resulting from any threatened but not limited to attorney’s fees, court costs, or pending investigation, action, proceeding or alternative dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, resolution costs arising out of, resulting from, or otherwise but for the performance or furnishing of RWNT's entering into work or performing services or use of facilities under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or ; provided that any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liabilityloss, cost or expense sought is attributable to be recovered hereunder (bodily injury, sickness, disease, death, or personal injury, or property damage, including the loss of use or diminution in value resulting therefrom; but pending any such final determination only to the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, extent caused in contract or tort or otherwise) to XXXXX X. XXXXXXXX for whole or in connection with any act part by the actual or omission to act as alleged negligent acts, errors, or omissions of the APPLICANT, or anyone directly or indirectly hired by APPLICANT, or anyone for whose acts APPLICANT may be liable, regardless of whether or not it is caused in whole or in part by the actual or alleged negligent acts, errors, or omissions of the Nineveh-Xxxxxxx- Xxxxxxx United School Corporation, its officers, agents, volunteers, or employees, or a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconductparty indemnified hereunder. If for any reason, The Nineveh-Xxxxxxx-Xxxxxxx United School Corporation reserves the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other handright, but also not the relative fault obligation, to participate in defense without relieving APPLICANT of XXXXX X. XXXXXXXX any obligation hereunder. The APPLICANT and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will all individuals authorized by APPLICANT to utilize the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT facilities rented to APPLICANT pursuant to this Agreement. The reimbursementagreement, indemnity releases and contribution obligations of XXXXX X. XXXXXXXX hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure discharges, to the benefit fullest extent allowed by law, the Nineveh-Xxxxxxx-Xxxxxxx United School Corporation, its officers, directors, employees, and volunteers (Released Parties), from any claim that the APPLICANT or any individuals authorized by APPLICANT to utilize the NHJ facilities may have against the Released Parties on account of any successors, assigns, heirs bodily injury or property damage while utilizing NHJ’s facilities as authorized by this agreement. Please sign that you have read and personal representatives of XXXXX X. XXXXXXXX, RWNT and any other Indemnified Person. The agree to the above terms and conditions hereinabove set forth shall survive the termination conditions. Return signed Facility Rental Agreement to Xxx Xxxxx at xxxxxxxx@xxx.x00.xx.xx. Facility Rental Agreement Event: Date of Event: _ _ Rental Signature and expiration Title: Date: _ _ Director of this Agreement Facilities Signature: Date: _ _ Principal/Athletic Director Signature: Date: _ _ Nineveh-Xxxxxxx-Xxxxxxx United School Corporation 000 Xxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx 00000 Phone: 000.000.0000 Fax: 317.878. APPLICATION TO USE SCHOOL FACILITY Rules and shall continue indefinitely thereafter.Regulations

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX Xxxx Xxxxxxx agrees to indemnify and hold RWNT and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNT's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX Xxxx Xxxxxxx as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX Xxxx Xxxxxxx shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX Xxxx Xxxxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX Xxxx Xxxxxxx for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX Xxxx Xxxxxxx that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX Xxxx Xxxxxxx shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of 50 such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX Xxxx Xxxxxxx and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX Xxxx Xxxxxxx and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX Xxxx Xxxxxxx hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX Xxxx Xxxxxxx may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXXxxx Xxxxxxx, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC agrees to indemnify and hold RWNT SRKS and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT SRKS or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTSRKS's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTSRKS's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTSRKS's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT SRKS and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT SRKS or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC shall contribute to the amount paid or payable by RWNT SRKS or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC and its shareholders on the one hand and RWNT SRKS or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC and RWNT SRKS or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT SRKS and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT SRKS pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX NASSAU INTERNATIONAL CONSULTANTS INC may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXNASSAU INTERNATIONAL CONSULTANTS INC, RWNT SRKS and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX COSGROVE agrees to indemnify and hold RWNT CBXC and its affiliates, control persons, directors, officers, employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilities, costs or expenses, including those resulting from any threatened or pending investigation, action, proceeding or dispute whether or not RWNT CBXC or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, arising out of RWNTCBXC's entering into or performing services under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNTCBXC's and/or any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNTCBXC's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT CBXC and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX COSGROVE as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liability, cost or expense sought to be recovered hereunder (but pending any such final determination the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX COSGROVE shall perform its obligations hereunder to reimburse RWNT CBXC and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX COSGROVE also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX X. XXXXXXXX COSGROVE for or in connection with any act or omission to act as a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that COSGROVE is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconduct. If for any reason, the foregoing indemnification is unavailable to RWNT CBXC or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX COSGROVE shall contribute to the amount paid or payable by RWNT CBXC or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX COSGROVE and its shareholders on the one hand and RWNT CBXC or any such other Indemnified Person on the other hand, but also the relative fault of XXXXX X. XXXXXXXX COSGROVE and RWNT CBXC or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will the aggregate contribution by RWNT CBXC and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT CBXC pursuant to this Agreement. The reimbursement, indemnity and contribution obligations of XXXXX X. XXXXXXXX COSGROVE hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX COSGROVE may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of XXXXX X. XXXXXXXXCOSGROVE, RWNT CBXC and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. XXXXX X. XXXXXXXX To the fullest extent permitted by law, the APPLICANT agrees to indemnify indemnify, defend, and hold RWNT and harmless the Nineveh-Xxxxxxx-Xxxxxxx United School Corporation, its affiliates, control persons, directors, officers, agents, volunteers, and employees and agents (each an "Indemnified Person") harmless from and against all losses, claims, damages, liabilitieslosses, costs or and expenses, including those resulting from any threatened but not limited to attorney’s fees, court costs, or pending investigation, action, proceeding or alternative dispute whether or not RWNT or any such other Indemnified Person is a party to such investigation, action, proceeding or dispute, resolution costs arising out of, resulting from, or otherwise but for the performance or furnishing of RWNT's entering into work or performing services or use of facilities under this Agreement, or arising out of any matter referred to in this Agreement. This indemnity shall also include RWNT's and/or ; provided that any such other Indemnified Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred in, and the cost of RWNT's personnel whose time is spent in connection with, such investigations, actions, proceedings or disputes which fees, expenses and costs shall be periodically reimbursed to RWNT and/or to any such other Indemnified Person by XXXXX X. XXXXXXXX as they are incurred; provided, however, that the indemnity herein set forth shall not apply to an Indemnified Person where a court of competent jurisdiction has made a final determination that such Indemnified Person acted in a grossly negligent manner or engaged in willful misconduct in the performance of the services hereunder which gave rise to the loss, claim, damage, liabilityloss, cost or expense sought is attributable to be recovered hereunder (bodily injury, sickness, disease, death, or personal injury, or property damage, including the loss of use or diminution in value resulting therefrom; but pending any such final determination only to the indemnification and reimbursement provisions hereinabove set forth shall apply and XXXXX X. XXXXXXXX shall perform its obligations hereunder to reimburse RWNT and/or each such other Indemnified Person periodically for its, his or their fees, expenses and costs as they are incurred). XXXXX X. XXXXXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, extent caused in contract or tort or otherwise) to XXXXX X. XXXXXXXX for whole or in connection with any act part by the actual or omission to act as alleged negligent acts, errors, or omissions of the APPLICANT, or anyone directly or indirectly hired by APPLICANT, or anyone for whose acts APPLICANT may be liable, regardless of whether or not it is caused in whole or in part by the actual or alleged negligent acts, errors, or omissions of the Nineveh-Xxxxxxx- Xxxxxxx United School Corporation, its officers, agents, volunteers, or employees, or a result of its engagement under this Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by XXXXX X. XXXXXXXX that is found in a final determination by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or willful misconductparty indemnified hereunder. If for any reason, The Nineveh-Xxxxxxx-Xxxxxxx United School Corporation reserves the foregoing indemnification is unavailable to RWNT or any such other Indemnified Person or insufficient to hold it harmless, then XXXXX X. XXXXXXXX shall contribute to the amount paid or payable by RWNT or any such other Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by XXXXX X. XXXXXXXX and its shareholders on the one hand and RWNT or any such other Indemnified Person on the other handright, but also not the relative fault obligation, to participate in defense without relieving APPLICANT of XXXXX X. XXXXXXXX any obligation hereunder. The APPLICANT and RWNT or any such other Indemnified Person, as well as any relevant equitable considerations; provided that in no event will all individuals authorized by APPLICANT to utilize the aggregate contribution by RWNT and any such other Indemnified Person hereunder exceed the amount of fees actually received by RWNT facilities rented to APPLICANT pursuant to this Agreement. The reimbursementagreement, indemnity releases and contribution obligations of XXXXX X. XXXXXXXX hereinabove set forth shall be in addition to any liability which XXXXX X. XXXXXXXX may otherwise have and these obligations and the other provisions hereinabove set forth shall be binding upon and inure discharges, to the benefit fullest extent allowed by law, the Nineveh-Xxxxxxx-Xxxxxxx United School Corporation, its officers, directors, employees, and volunteers (Released Parties), from any claim that the APPLICANT or any individuals authorized by APPLICANT to utilize the NHJ facilities may have against the Released Parties on account of any successors, assigns, heirs bodily injury or property damage while utilizing NHJ’s facilities as authorized by this agreement. Facility Rental Agreement Event: Date of Event: _ _ Rental Signature and personal representatives Title: Date: _ _ Director of XXXXX X. XXXXXXXX, RWNT Facilities Signature: Date: _ _ Principal/Athletic Director Signature: Date: _ _ Rules and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.Regulations