Common use of Indemnification by CenterPoint Clause in Contracts

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members and their respective Affiliates, and their Affiliates respective officers, directors, employees and agents (each, a "MEMBER INDEMNIFIED PARTY") forever harmless from and against, and to promptly pay to a Member Indemnified Party or reimburse a Member Indemnified Party for, any and all Losses sustained or incurred by any Member Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder; (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Seller, the Company or the Members, contained in any preliminary prospectus relating to the IPO, the Registration Statements or proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to Seller, the Company or the Members required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) Seller, the Company or Members provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company and their counsel with the information required to be provided pursuant to Section 8.2.2, and such information is ------------- the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). -------------

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members Partners and their respective Affiliates, and their Affiliates Affiliates' respective officers, directors, employees and agents (each, a "MEMBER PARTNER INDEMNIFIED PARTY") forever harmless from and against, and to promptly pay to a Member Partner Indemnified Party or reimburse a Member Partner Indemnified Party for, any and all Losses sustained or incurred by any Member Partner Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Partner Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder;; or (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Seller, the Company or the MembersPartners, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to Seller, the Company or the Members Partners required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) Seller, the Company or Members Partners provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company Partner Representative and their counsel with the information required to be provided pursuant to Section 8.2.2, and such ------------- information is ------------- the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). -------------

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members Stockholders and their respective Affiliates, and their Affiliates Affiliates' respective officers, directors, employees and agents (each, a "MEMBER STOCKHOLDER INDEMNIFIED PARTY") forever harmless from and against, and to promptly pay to a Member Stockholder Indemnified Party or reimburse a Member Stockholder Indemnified Party for, any and all Losses sustained or incurred by any Member Stockholder Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Stockholder Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder; (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Seller, the Company or the MembersStockholders, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to Seller, the Company or the Members Stockholders required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) Seller, the Company or Members the Stockholders provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company and their its counsel with the information required to be provided pursuant to Section 8.2.2, and such information is ------------- the basis ------------- for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). ---------------------------

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members and their respective Affiliates, and their Affiliates Affiliates' respective officers, directors, employees and agents (each, a "MEMBER INDEMNIFIED PARTY") forever harmless from and against, and to promptly pay to a Member Indemnified Party or reimburse a Member Indemnified Party for, any and all Losses sustained or incurred by any Member Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder; (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to SellerManagement, the Company or the Members, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to SellerManagement, the Company or the Members required 45 to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) SellerManagement, the Company or the Members provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company Management and their its counsel with the information required to be provided pursuant to Section 8.2.2, and such information is ------------- the basis ------------- for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). ---------------------------

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members and their respective Affiliates, and their Affiliates Affiliates' respective officers, directors, employees and agents (each, a "" MEMBER INDEMNIFIED PARTY") forever harmless from and against, and to promptly pay to a Member Indemnified Party or reimburse a Member Indemnified Party for, any and all Losses sustained or incurred by any Member Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder; (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Seller, the Company or the Members, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to the Seller, the Company or the Members required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) the Seller, the Company or the Members provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company Seller and their its counsel with the information required to be provided pursuant to Section 8.2.2, and such information is ------------- the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). --------------------

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members Sellers and their respective Affiliates, and their Affiliates respective officers, directors, employees and agents (each, a "MEMBER " SELLER INDEMNIFIED PARTY") forever harmless from and against, and to promptly pay to a Member Seller Indemnified Party or reimburse a Member Seller Indemnified Party for, any and all Losses sustained or incurred by any Member Seller Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Seller Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder;; or (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to SellerHCVT, the Company Company, the Sellers or the MembersPartners, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to SellerHCVT, the Company Company, the Sellers or the Members Partners required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) SellerHCVT, the Company Company, the Sellers or Members the Partners provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company HCVT and their its counsel with the information required to be provided pursuant to Section 8.2.2, and ------------- such information is ------------- the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). -------------

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members and their respective Affiliates, and their Affiliates Affiliates' respective officers, directors, employees and agents (each, a "MEMBER INDEMNIFIED PARTYMember Indemnified Party") forever harmless from and against, and to promptly pay to a Member Indemnified Party or reimburse a Member Indemnified Party for, any and all Losses sustained or incurred by any Member Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder;; or (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Seller, the Company or the Members, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to Seller, the Company or the Members required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) Seller, the Company or Members provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company Member Representative and their counsel with the information required to be provided pursuant to Section 8.2.2, and such information is ------------- the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). -------------.

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members Stockholders and their respective Affiliates, and their Affiliates Affiliates' respective officers, directors, employees and agents (each, a "MEMBER INDEMNIFIED PARTYStockholder Indemnified Party") forever harmless from and against, and to promptly pay to a Member Stockholder Indemnified Party or reimburse a Member Stockholder Indemnified Party for, any and all Losses sustained or incurred by any Member Stockholder Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Stockholder Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder; (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Seller, the Company or the MembersStockholders, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to Seller, the Company or the Members Stockholders required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) Seller, the Company or Members the Stockholders provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company and their its counsel with the information required to be provided pursuant to Section 8.2.2, and such information is ------------- the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). -------------.

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members Stockholders, the Companies and their respective Affiliates, and their Affiliates respective officers, directors, employees and agents (each, a "MEMBER STOCKHOLDER INDEMNIFIED PARTY") forever harmless from and against, and to promptly pay to a Member Stockholder Indemnified Party or reimburse a Member Stockholder Indemnified Party for, any and all Losses sustained or incurred by any Member Stockholder Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Stockholder Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder; (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; andor (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Seller, any of the Company Companies or the MembersStockholders, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to Seller, any of the Company Companies or the Members Stockholders required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) Seller, the Company Companies or Members Stockholders provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company Companies and their counsel with the information required to be provided pursuant to Section 8.2.2, and such ------------- information is ------------- the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). -------------

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members Stockholders and their respective Affiliates, and their Affiliates Affiliates' respective officers, directors, employees and agents (each, a "MEMBER STOCKHOLDER INDEMNIFIED PARTY") forever harmless from and against, and to promptly pay to a Member Stockholder Indemnified Party or reimburse a Member Stockholder Indemnified Party for, any and all Losses sustained or incurred by any Member Stockholder Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Stockholder Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder; (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Seller, the Company or the MembersStockholders, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to Seller, the Company or the Members Stockholders required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) Seller, the Company or Members Stockholders provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company Stockholder Representative and their its counsel with the information required to be provided pursuant to Section 8.2.2, and such ------------- information is ------------- the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). -------------

Indemnification by CenterPoint. CenterPoint agrees to indemnify, ------------------------------ defend and save each of the Members and their respective Affiliates, and their Affiliates Affiliates' respective officers, directors, employees and agents (each, a "MEMBER INDEMNIFIED PARTY") forever harmless from and against, and to promptly pay to a Member Indemnified Party or reimburse a Member Indemnified Party for, any and all Losses sustained or incurred by any Member Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (a) any misrepresentation or breach of a representation or warranty made herein or in any document or other instrument delivered hereunder by CenterPoint or any action, demand or claim by any third party against or affecting any Member Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty; (b) any failure by CenterPoint to observe or perform any of its covenants and agreements set forth herein or in any document or other instrument delivered hereunder; (c) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to CenterPoint or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to CenterPoint or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading; and (d) any liability under the 1933 Act, the 1934 Act, or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Seller, the Company or the Members, contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to Seller, the Company or the Members required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) Seller, the Company or Members provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide Seller, the Company Member Representative and their counsel with the information required to be provided pursuant to Section 8.2.2, and such ------------- information is ------------- the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(d). -------------