Common use of Indemnification and Hold Harmless Clause Clause in Contracts

Indemnification and Hold Harmless Clause. 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 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 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). Titan Advantages LTD also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to 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 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 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 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 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 Titan Advantages LTD hereinabove set forth shall be in addition to any liability which 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 TITAN 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD XXXXX X. XXXXXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD XXXXX X. XXXXXXXX hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD XXXXX X. XXXXXXXX, RWNT and any other Indemnified Person. The terms and conditions hereinabove set forth shall survive the termination and expiration of this Agreement and shall continue indefinitely thereafter.

Indemnification and Hold Harmless Clause. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD Xxxxxx Xxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD Xxxxxx Xxxxx hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD NASSAU CONSULTANTS also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD NASSAU CONSULTANTS hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD NASSAU 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD XXXXXXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD XXXXXXXXX hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD XXXXXXXXX, 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. Titan Advantages LTD 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 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, 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 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). Titan Advantages LTD also agrees that no Indemnified Person shall have any liability (whether direct or indirect, extent caused in contract or tort or otherwise) to Titan Advantages LTD 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 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 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 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD , 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD ARTCO also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD ARTCO hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD ARTCO, 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD XXXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD XXXXX hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD XXXXXX XXXX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD XXXXXX XXXX hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD XXXXXX 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD Xxxx Xxxxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD Xxxx Xxxxxxx hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD Xxxx 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD NASSAU INTERNATIONAL CONSULTANTS INC hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD NASSAU 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD KEN ASH JR hereinabove set forth shall be in addition to any liability anx xxxxxxxxy which Titan Advantages LTD 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 TITAN ADVANTAGES LTD KEN 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD XXX XXX XX also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD XXX XXX XX hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD XXX 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD Xxxx Xxxxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD Xxxx Xxxxxxx hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD Xxxx 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD Xxxxxxx Xxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD Xxxxxxx Xxxxx hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD Xxxxxxx 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD BURAND also agrees that no Indemnified Ixxxxxxfied Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD BURAND hereinabove set forth shall xxxxx be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD BURAND, 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD Xxxxxxx Xxxxx also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD Xxxxxxx Xxxxx hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD Xxxxxxx 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. Titan Advantages LTD 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 Titan Advantages LTD 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 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). Titan Advantages LTD also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to 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 Titan Advantages LTD 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 Titan Advantages LTD 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 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 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 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 Titan Advantages LTD hereinabove set forth shall be in addition to "Loss" means any liability which 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 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 TITAN ADVANTAGES LTD a 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD ENGLOCAN also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD ENGLOCAN hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD ENGLOCAN, 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD COSGROVE also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD COSGROVE hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD COSGROVE, 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD KHANNA also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD KHANNA hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD KHANNA, 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD STRATUS also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD STRATUS hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD STRATUS, 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD NASSAU INTERNATIONAL CONSULTANTS INC hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD NASSAU 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD TURBYFIELD also agrees that no Indemnified xx Xxxxxxxfied Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD TURBYFIELD hereinabove set forth shall fxxxx xxxxx be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD TURBYFIELD, 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. Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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). Titan Advantages LTD BALCONI also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD 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 Titan Advantages LTD BALCONI hereinabove set forth shall be in addition to any liability which Titan Advantages LTD 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 TITAN ADVANTAGES LTD BALCONI, 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.