Common use of Indemnification and Hold Harmless Clause Clause in Contracts

Indemnification and Hold Harmless Clause. 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 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 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 also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to 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 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 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 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 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 hereinabove set forth shall be in addition to any liability which 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, 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 XXXXXXXXXX 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 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 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 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 also agrees that no Indemnified Person shall have any liability (whether direct or indirect, extent caused in contract or tort or otherwise) to XXXXX 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 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 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 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 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 hereinabove set forth shall be in addition to any liability which XXXXX 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 and personal representatives of XXXXX, RWNT and any other Indemnified Personbodily injury or property damage while utilizing NHJ’s facilities as authorized by this agreement. 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 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 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 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 XXXXXXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 XXXXXXXXX hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXXXXXXXXXX, 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 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 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 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 Xxxxxx Xxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 Xxxxxx Xxxxx hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXX 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 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 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 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 XXXXXX XXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 XXXXXX XXXX hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXXXXXXX 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 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 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 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 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 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 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 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 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 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 Titan Advantages LTD hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXTITAN 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 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 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 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 ARTCO also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 ARTCO hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXARTCO, 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 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 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 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 NASSAU CONSULTANTS also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 NASSAU CONSULTANTS hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXNASSAU 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 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 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 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 ENGLOCAN also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 ENGLOCAN hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXENGLOCAN, 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 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 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 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 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 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 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 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 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 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 TURBYFIELD hereinabove set forth shall fxxxx xxxxx be in addition to any liability which XXXXX 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 XXXXXTURBYFIELD, 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 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 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 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 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 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 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 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 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 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 XXX XXX XX hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXXXX 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 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 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 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 Xxxxxxx Xxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 Xxxxxxx Xxxxx hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXXxxxxxx 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 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 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 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 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 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 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 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 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 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 NASSAU INTERNATIONAL CONSULTANTS INC hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXNASSAU 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 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 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 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 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 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 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 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 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 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 KEN ASH JR hereinabove set forth shall be in addition to any liability anx xxxxxxxxy which XXXXX 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 XXXXXKEN 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 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 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 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 also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to 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 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 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 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 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 hereinabove set forth shall be in addition to "Loss" means any liability which XXXXX 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 XXXXXa 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 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 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 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 BURAND also agrees that no Indemnified Ixxxxxxfied Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 BURAND hereinabove set forth shall xxxxx be in addition to any liability which XXXXX 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 XXXXXBURAND, 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 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 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 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 KHANNA also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 KHANNA hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXKHANNA, 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 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 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 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 COSGROVE also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 COSGROVE hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXCOSGROVE, 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 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 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 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 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 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 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 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 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 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 NASSAU INTERNATIONAL CONSULTANTS INC hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXNASSAU 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 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 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 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 BALCONI also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 BALCONI hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXBALCONI, 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 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 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 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 Xxxx Xxxxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 Xxxx Xxxxxxx hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXXxxx 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 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 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 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 STRATUS also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 STRATUS hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXSTRATUS, 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 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 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 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 Xxxxxxx Xxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 Xxxxxxx Xxxxx hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXXxxxxxx 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 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 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 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 Xxxx Xxxxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to XXXXX 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 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 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 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 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 Xxxx Xxxxxxx hereinabove set forth shall be in addition to any liability which XXXXX 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 XXXXXXxxx 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.