Common use of Indemnification by Holdings Clause in Contracts

Indemnification by Holdings. IHS shall cause Holdings, without limitation as to time, to indemnify and hold harmless, to the fullest extent lawful, each Management Stockholder (and each Permitted Transferee of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, who controls such Permitted Transferee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, employees or agents of any such controlling Persons), and from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such registration statement or prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing to Holdings by or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156

Indemnification by Holdings. IHS shall cause Holdings(a) Subject to Section 10.01, Holdings agrees to indemnify, defend and hold harmless Buyer, its affiliates and their respective shareholders, directors, officers, partners, employees, agents, successors and assigns (a "Holdings Indemnified Party"), from and against (i) all losses, damages, liabilities, deficiencies or obligations, including, without limitation limitation, all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including, without limitation, settlement costs and reasonable legal fees) (collectively, "Losses") to which they may become subject as a direct result of (x) the Excluded Liabilities, (y) any and all misrepresentations or breaches of a representation or warranty of Holdings herein or the nonperformance or breach of any covenants or agreements of Holdings contained herein, or (z) the ownership and operation of Midwest and the CATV Business before the Closing and (ii) any Taxes for which Holdings is responsible under Section 10.05 hereof. (b) Any obligations of Holdings under the provisions of this Article 10 shall be paid promptly to a Holdings Indemnified Party by Holdings and shall represent a retrospective adjustment to Common Stock Consideration. The amount of such payment (and adjustment) shall be an amount in cash equal to the amount of the Loss incurred by a Holdings Indemnified Party on account of the matter for which indemnification is required hereunder less any payments made or to be made to a Holdings Indemnified Party under any insurance, indemnity or similar policy or arrangement. Notwithstanding anything contained herein to the contrary, the indemnification provided above shall only apply to the extent that, and not until, the aggregate of all amounts subject to indemnification under this Section 10.02 and Section 10.02 of the Asset Purchase Agreement exceeds $10 million (in which event Buyer shall be entitled to indemnification as provided herein for all such Losses and not just the excess over $10 million) and as to timeany particular indemnity claim or series of related indemnity claims only to the extent that, and only if, such indemnity claim or series of related indemnity claims equals or exceeds $100,000. In any event, the maximum aggregate amount that Holdings will be required to indemnify pay under this Section 10.02 and that the Sellers under the Asset Purchase Agreement will be required to pay under Section 10.02 of the Asset Purchase Agreement in respect of all claims by all parties under both agreements is $100 million. (c) In the event that Holdings and Midwest elect to proceed to Closing at any time that approvals and consents of Governmental Authorities to transfer franchises which represent less than 90% of the Combined Basic Subscribers shall not have been obtained, and prior to Closing Buyer and Merger Sub give written notice to Holdings and Midwest that they desire not to proceed to Closing, Holdings agrees to indemnify, defend and hold harmlessharmless the Holdings Indemnified Parties, from and against all losses, damages, liabilities, deficiencies or obligations including, without limitation, all Losses to which they may become subject as a result of such election. (d) In no event will a claim to be indemnified by Sellers under the Asset Purchase Agreement be entitled to indemnification by Holdings under this Agreement. Buyer further acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Section 10.02. In furtherance of the foregoing, Buyer hereby waives, from and after the Closing, to the fullest extent lawfulpermitted under applicable law, each Management Stockholder (and each Permitted Transferee of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, who controls such Permitted Transferee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, employees or agents of any such controlling Persons), and from and against any and all Lossesrights, as incurred, claims and causes of action it may have against Holdings and its affiliates arising out of under or based upon any untrue Federal, state, local or alleged untrue statement of a material fact contained in such registration statement foreign statute, law, ordinance, rule or prospectus, regulation or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, otherwise (except insofar as the same are based upon information furnished in writing to Holdings by or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) pursuant to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made indemnification provisions set forth in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156this Section 10.02).

Indemnification by Holdings. IHS shall cause Holdings, without limitation as to time, Holdings agrees to indemnify and hold harmless, to the fullest full extent lawfulpermitted by law, each Management Stockholder (holder of Registrable Securities, its officers, directors and employees and each Permitted Transferee of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, Person who controls such Permitted Transferee holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (the "INDEMNIFIED PARTIES") against all losses, claims, damages, liabilities and the directors, officers, employees expenses incurred by such Indemnified Party in connection with any actual or agents of any such controlling Persons), and from and against any and all Losses, as incurred, threatened action arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such registration statement any Registration Statement, Prospectus or prospectus, preliminary Prospectus or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same arise out of or are based upon any such untrue statement or omission made in reliance on and in conformity with any information furnished in writing to Holdings by such holder or on behalf of such Management Stockholder (or such Permitted Transferee) its counsel expressly for use therein; providedPROVIDED, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise loss, claim, damage, liability or expense arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectusProspectus, if (i) such untrue statement or alleged untrue statement or such statement, omission or alleged omission is completely corrected in all material respects in a an amendment or supplement to the final prospectus Prospectus and (ii) having previously been furnished by or on behalf the holder of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) Registrable Securities thereafter failed fails to deliver such final prospectus Prospectus as so amended or supplemented prior to or concurrently with the sale of shares the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after Holdings has furnished such holder with a sufficient number of Restricted copies of the same. Holdings Common Stock. 156shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties, if requested.

Indemnification by Holdings. IHS To the extent permitted by law, Holdings shall cause Holdings, without limitation as to time, to indemnify and hold harmlessharmless Investor, to its directors, officers, representatives, partners, members, legal counsel and accountants, any underwriter (as defined in the fullest extent lawful, each Management Stockholder (Securities Act) for Investor and each Permitted Transferee of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Personperson, if any, who controls such Permitted Transferee (Investor or underwriter within the meaning of Section 15 of the Securities Act and Section 20 of or the Exchange Act) and the directorsAct (each, officers, employees or agents of any such controlling Personsan “Investor Indemnified Party”), and from and against any and all Lossesexpenses, losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law or otherwise, insofar as incurredsuch expenses, arising losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement statement, including any preliminary prospectus or prospectus, final prospectus contained therein or in any amendment amendments or supplement supplements thereto, or in any preliminary prospectus, free writing prospectus or arising out of or based upon any 155 summary prospectus contained therein; (ii) the omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by Holdings of the Securities Act, except insofar the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement; and Holdings shall reimburse each Investor Indemnified Party for any legal or other expenses reasonably incurred by them, as the same are based upon information furnished incurred, in writing to Holdings by connection with investigating or on behalf of defending any such Management Stockholder (loss, claim, damage liability or such Permitted Transferee) expressly for use thereinaction; provided, however, that the indemnity agreement contained in this Section 10.7(a) shall not apply to amounts paid in settlement of any such expense, loss, claim, damage, liability or action if such settlement is effected without the consent of Holdings (which consent shall not be unreasonably withheld), nor shall Holdings be liable to in any such Management -------- ------- Stockholder (case for any such loss, claim, damage, liability or such Permitted Transferee) action to the extent that any such Losses arise it arises out of or are is based upon an untrue statement actions or alleged untrue statement or omission or alleged omission omissions made in any preliminary prospectus if (i) having previously been reliance upon and in conformity with written information furnished by or on behalf of Holdings an Investor Indemnified Party expressly for use in connection with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock registration by such Management Stockholder (party. This indemnity shall be in addition to any other liability Holdings may otherwise have. The indemnity herein shall remain in full force and effect regardless of any knowledge or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished investigation made by or on behalf of Holdings with copies an Investor Indemnified Party, and shall survive the transfer by Investor of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted its Holdings Common Stock. 156.

Indemnification by Holdings. IHS Subject to the other terms and conditions of this Article VIII, Holdings shall cause Holdings, without limitation as to time, to indemnify and hold harmlessdefend each of the Stockholders and their Affiliates and their respective Representatives (collectively, to the fullest extent lawful, each Management “Stockholder (and each Permitted Transferee of such Management StockholderIndemnitees”) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectusagainst, and the agents shall hold each of such Management Stockholder (or such Permitted Transfereethem harmless from and against, and shall pay and reimburse each directorof them for, officer or employee, if any, of such Permitted Transferee, and each Person, if any, who controls such Permitted Transferee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, employees or agents of any such controlling Persons), and from and against any and all LossesLosses incurred or sustained by, as incurredor imposed upon, the Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or based upon any untrue or alleged untrue statement warranties of a material fact Holdings and Merger Sub contained in such registration statement or prospectus, this Agreement or in any amendment certificate or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing to Holdings by or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished instrument delivered by or on behalf of Holdings with copies or Merger Sub pursuant to this Agreement, as of the final prospectusdate such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Holdings or Merger Sub pursuant to this Agreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI); or (c) all costs and expenses, including without limitation, fees and disbursements of counsel, financial advisors, and accountants incurred by any of them in connection with this Agreement and the transactions contemplated hereby, including those related to the negotiation, investigation (including costs or expenses of the Company and its Affiliates or of the Stockholder Indemnitees arising from investigations of the Company and its Affiliates or of the Stockholders by Holdings or by any Affiliate of either of them), and preparation for or participation in the Closing (including costs or expenses relating to compliance with the Agreement or laws or regulations, such Management Stockholder (or such Permitted Transfereeas licensing rules, in preparation for Closing) failed if the transactions contemplated by this Agreement fail to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise out close through no fault of or breach by the Stockholders, or after Closing the transactions contemplated by the Agreement are based upon an untrue statement terminated or alleged untrue statement unwound through no fault of or omission or alleged omission in breach by the final prospectus, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156Stockholders.

Indemnification by Holdings. IHS (a) From and after the Closing, Holdings shall cause Holdingsbe liable for, without limitation as to timeand shall indemnify Buyer, to indemnify the Company and the LLC (the "Buyer Indemnitees"), against and hold harmlessthem harmless from, any Losses suffered or incurred by any such Buyer Indemnitee (other than a Loss relating to Taxes, for which the fullest extent lawfulindemnification provisions set forth in Section 8.3 shall govern) arising from, each Management Stockholder relating to or otherwise in respect of (i) any inaccuracy or breach of any representation or warranty made by any of the Old Mutual Parties in or pursuant to Article II or Article III of this Agreement (it being agreed that solely for purposes of establishing whether any matter is indemnifiable pursuant to this clause (i), the accuracy of the representations and each Permitted Transferee warranties made by the Old Mutual Parties shall be determined without giving effect to any qualifications relating to materiality (including Company Material Adverse Effect)), (ii) any breach, noncompliance or nonfulfillment by the Company or any Old Mutual Party of such Management Stockholderany covenant, agreement or undertaking to be complied with or performed by any of them pursuant to this Agreement (other than covenants, agreements or undertakings set forth in Article VIII), (iii) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectusany Controlled Group Liability, and (iv) the agents Retained Liabilities (as defined in Item 1 of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, who controls such Permitted Transferee (within the meaning of Section 15 Schedule 2.13 of the Securities Act and Section 20 of Company Disclose Schedule). Notwithstanding the Exchange Act) and the directorsforegoing, officers, employees or agents of any such controlling Persons), and from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such registration statement or prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing to Holdings by or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, however, that Holdings shall not be liable required to such Management -------- ------- Stockholder (or such Permitted Transferee) indemnify any Buyer Indemnitee in respect of any Shared Liabilities, except as and to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if set forth on Annex A. (ib) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be required to indemnify any Buyer Indemnitee, and shall not have any liability under Section 9.1(a)(i) (other than in respect of any breach of the representations contained in Section 2.5 or Section 3.1) unless the aggregate of all Losses for which Holdings would, but for this Section 9.1(b), be liable in any such case thereunder exceeds on a cumulative basis an amount equal to $4,000,000 and then only to the extent that of any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156excess.

Indemnification by Holdings. IHS From and after the Closing Date, subject to Section 8.04, Holdings shall cause Holdings, without limitation as to time, to indemnify and hold harmless, to Emergent and the fullest extent lawful, each Management Stockholder (Company and each Permitted Transferee of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectustheir respective officers, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, who controls such Permitted Transferee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officersAffiliates, shareholders, agents and employees or agents of any such controlling Persons)(collectively, and the “Emergent Indemnified Parties”) harmless from and against any out-of-pocket loss, Liability, Taxes, claim, charge, assessed interest, judgment, fine, penalty, damage, fee or expense (including reasonable legal, consultant, accounting and all other professional fees and expenses and including any reasonable mitigation cost and any reasonable cost of determining that there has been a breach under this Agreement (provided that a breach is determined to have occurred) (collectively, “Losses, as incurred, arising out ”) incurred by such Emergent Indemnified Party resulting from (a) any breach of any representation and warranty of Holdings or based upon any untrue or alleged untrue statement of a material fact the Company contained in such registration statement or prospectus, this Agreement or in any amendment or supplement thereto, other Transaction Document or in any preliminary prospectuscertificate delivered pursuant to the Agreement, (b) any failure by Holdings or the Company to perform any covenant or agreement hereunder, under any other Transaction Agreement or under any agreement contemplated hereby or thereby (unless such failure is based upon a breach of Emergent’s representations, warranties or covenants under this Agreement, the Transaction Documents or any agreements contemplated hereby or violations of Laws by Emergent), (c) any Excluded Liabilities, (d) any Taxes imposed on or asserted against the properties, income or operations of the Company or any of its Subsidiaries, or arising out for which the Company or any of or based upon any 155 omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing to Holdings by or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, however, that Holdings shall not its Subsidiaries may otherwise be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies for all taxable periods of the final prospectus, such Management Stockholder (Company and any of its Subsidiaries or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with portion thereof ending on or prior to the delivery Closing Date including the pre-Closing portion of written confirmation any Straddle Period, or (e) Taxes of another Person under Section 1.1502-6 of the sale of shares of Restricted Common Stock by such Management Stockholder Treasury Regulations (or such Permitted Transfereeany similar provision of state, local or foreign law) or, as a transferee or successor, by contract or otherwise. For purposes of determining the amount of Losses incurred with respect to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected a breach of any representation or warranty contained in all material respects such untrue statement this Agreement, any other Transaction Document or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any certificate delivered pursuant to this Agreement, each such case representation or warranty shall be read without reference to “materiality” or “material adverse effect” or any similar qualifier. The Emergent Indemnified Parties shall be third party beneficiaries of this Section 8.02, each of whom may enforce the extent that any such Losses arise out provisions of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156this Section 8.02.

Indemnification by Holdings. IHS (i) Holdings shall pay or cause Holdingsto be paid, without limitation as to timeshall be responsible for, to and shall indemnify and hold harmlessharmless WIN from and against all Taxes (other than Exchange Taxes) of Holdings or the Division Subsidiaries, or that otherwise relate to the fullest extent lawfulDivision, each Management Stockholder for any Post-Closing Period (and each Permitted Transferee except for Taxes for which WIN is responsible pursuant to Section 2.4(a)(i)). (ii) Notwithstanding any other provision of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and this Agreement to the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employeecontrary, if any, of such Permitted Transferee, and each Person, if any, who controls such Permitted Transferee (within there is a Forward Commitment in effect at the meaning of Section 15 time of the Securities Act Debt Exchange, then Holdings shall indemnify, defend and Section 20 of the Exchange Act) and the directors, officers, employees or agents of any such controlling Persons), and hold harmless WIN from and against any and all LossesTaxes on cancellation of indebtedness income recognized by WIN in connection with the Debt Exchange that results solely from a difference between the fair market value of the Holdings Exchange Notes at the time of the Debt Exchange and the fair market value ascribed to the Holdings Exchange Notes in the Debt Exchange, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such registration statement or prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing to Holdings by or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) but only to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies difference arises solely as a result of the final prospectusinterest rate on the Holdings Exchange Notes being capped at the Maximum Yield pursuant to the Forward Commitment. Without limiting the foregoing obligation of Holdings, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus WIN will consult with or Holdings in good faith prior to the delivery Debt Exchange concerning whether any such income is likely to be recognized. (iii) Notwithstanding any other provision of written confirmation of this Agreement to the sale of shares of Restricted Common Stock by such Management Stockholder contrary, if there is a Final Determination that an Exchange Disqualification has occurred, then Holdings shall indemnify, defend and hold harmless WIN and the WIN Subsidiaries (or any successor to any of them) from and against any and all (A) Taxes imposed pursuant to a Final Determination, (B) accounting, legal and other professional fees and court costs incurred in connection with such Permitted TransfereeTaxes (other than such costs incurred in the joint defense of a Third-Party Claim, which costs are subject to Section 5.4 below) to the Person asserting the claim from which such Losses arise and (iiC) Taxes resulting from indemnification payments hereunder (collectively, “Tax-Related Losses”), incurred by WIN or the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided furtherWIN Subsidiaries, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that the Exchange Disqualification results from (y) any such Losses arise out Disqualifying Action taken after the Closing Date by any WCAS Sub or any Parent or Holdings or any of its Subsidiaries or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if (iz) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156Section 355(d)

Indemnification by Holdings. IHS shall cause HoldingsIn consideration of the agreements of the holders of the Registrable Securities contained herein and in the several Subscription Agreements and Subsequent Subscription Agreements, without limitation and as an inducement to timesuch holders to enter into the Subscription Agreement or the Subsequent Subscription Agreement, as the case may be, Holdings hereby agrees that in the event of any registration of any shares of Holdings under the Securities Act pursuant to this Amended and Restated Agreement, Holdings will indemnify and hold harmless, to the fullest full extent lawfulpermitted by law, each Management Stockholder (of the holders of any Registrable Securities covered by such registration statement and each Permitted Transferee holder of Registrable Securities selling Registrable Securities pursuant to Rule 144, their respective directors and officers, general partners, limited partners, managing directors, each other Person who participates as an underwriter in the offering or sale of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, securities and each director, officer or employee, if any, of such Permitted Transferee, and each other Person, if any, who controls controls, is controlled by or is under common control with any such Permitted Transferee (Shareholder or any such underwriter within the meaning of Section 15 of the Securities Act (and Section 20 of the Exchange Act) and the directors, officers, employees or agents controlling Persons, partners and managing directors of any such controlling Persons), and from and of the foregoing) against any and all Losseslosses, claims, damages or liabilities, joint or several, and expenses including any amounts paid in any settlement effected with Holdings’ consent, which consent will not be unreasonably withheld to which such Shareholder, any such director or officer or general or limited partner or managing director or any such underwriter or controlling Person may become subject under the Securities Act, U.S. state securities “blue sky” laws, common law or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in such any registration statement or prospectusunder which such securities were registered under the Securities Act or, or in the case of a holder of Registrable Securities selling Registrable Securities pursuant to Rule 144, in the most recent Annual Report on Form 10-K of Holdings and any amendment or supplement theretosubsequent periodic reports filed by Holdings under the Securities Exchange Act of 1934, or in as amended, (B) any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing or (C) any violation or alleged violation by Holdings of any U.S. federal, state or common law rule or regulation applicable to Holdings and relating to action required of or inaction by Holdings in connection with any such registration. Holdings shall reimburse each such Shareholder and each such director, officer, general partner, limited partner, managing director or on behalf of underwriter and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such Management Stockholder (loss, claim, liability, action or such Permitted Transferee) expressly for use thereinproceeding; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or are is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to Holdings by such Shareholder in its capacity as a Shareholder in Holdings or any such director, officer, general or limited partner, managing director, underwriter or controlling Person expressly for use in the final preparation thereof; provided, further, that Holdings shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities, if any, or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, pursuant to this Section 2(f)(i) with respect to any statutory prospectus, if (i) such untrue statement issuer free writing prospectus or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus or the final prospectus as amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the time of such sale, a copy of the statutory prospectus together with any issuer free writing prospectuses available for use in making such sales, if Holdings has previously furnished sufficient copies thereof to such underwriter on a timely basis and (ii) having previously been furnished the statutory prospectus, together with any issuer free writing prospectuses available for use in making such sales, had corrected any such misstatement or omission, except that the indemnification obligation of Holdings with respect to any Person who participates as an underwriter in the offering or sale of Registrable Securities, or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, pursuant to this proviso shall be modified in such manner, which shall be reasonably acceptable to Holdings and a majority of the holders of Registrable Securities participating in any such registration of shares, as is consistent with customary practice with respect to underwriting agreements for offerings of such type. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of Holdings with copies such Shareholder or any such director, officer, general partner, limited partner, managing director, underwriter or controlling Person and shall survive the transfer of the final prospectus as so supplemented, such Management Stockholder (or securities by such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156Shareholder.

Indemnification by Holdings. IHS shall cause HoldingsIn the event of any registration of any securities of Holdings under the Securities Act pursuant to Section 3 or 4 hereof, without limitation as to timeHoldings will, to and hereby does, indemnify and hold harmless, to the fullest extent lawfulpermitted by law, the seller of any Registrable Securities covered by such registration statement, its directors and officers or general and limited partners (and the directors and officers thereof), each Management Stockholder (and each Permitted Transferee of such Management Stockholder) other Person who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employeeparticipates as an underwriter, if any, in the offering or sale of such Permitted Transferee, securities and each other Person, if any, who controls such Permitted Transferee (seller or any such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, employees or agents of any such controlling Persons), and from and against any and all Losseslosses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with Holdings' consent, which consent shall not be unreasonably withheld) to which such seller, any such director of officer or general or limited partner or any such underwriter or controlling Person may become subject under the Securities Act, common law or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in such any registration statement under which such securities were registered under the Securities Act or prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if Holdings shall have filed with the same are based upon information furnished SEC any amendment thereof or supplement thereto), if used prior to the effective date of such registration statement, or contained in writing the prospectus, together with the documents incorporated by reference therein (as amended or supplemented if Holdings shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (c) any violation by Holdings of any federal, state or common law rule or regulation applicable to Holdings and relating to action required of or inaction by Holdings in connection with any such registration, and Holdings will reimburse such seller and each such director, officer, general or on behalf limited partner, underwriter and controlling Person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such Management Stockholder (loss, claim, liability, action or such Permitted Transferee) expressly for use thereinproceeding; provided, however, that Holdings shall not be liable to any such Management -------- ------- Stockholder (seller or any such Permitted Transferee) director, officer, general or limited partner, underwriter or controlling Person in any such case to the extent that any such Losses arise loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or are is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment thereof or supplement thereto or in any preliminary such preliminary, final or summary prospectus if (i) having previously been in reliance upon and in conformity with written information furnished to Holdings by or on behalf of any such seller or any such director, officer, general or limited partner, underwriter or controlling Person, specifically stating that it is for use in the preparation thereof; and provided further, that Holdings with copies will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities, if any, or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 6(a) with respect to any preliminary prospectus or the final prospectusprospectus or the final prospectus as amended or supplemented as the case may be, to the extent that any such Management Stockholder (loss, claim, damage or liability of such Permitted Transferee) failed underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to send a person to whom there was not sent or deliver given, at or prior to the written confirmation of such sale, a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects as then amended or supplemented, whichever is most recent, if Holdings has previously furnished copies thereof to such untrue statement or alleged untrue statement or underwriter and such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if (i) as then amended or supplemented, has corrected any such untrue statement misstatement or alleged untrue statement or such omission or alleged omission is corrected omission. Such indemnity shall remain in all material respects in a supplement to the final prospectus full force and (ii) having previously been furnished effect regardless of any investigation made by or on behalf of Holdings with copies such seller or any director, officer, general or limited partner, underwriter or controlling Person and shall survive the transfer of the final prospectus as so supplemented, such Management Stockholder (or securities by such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156seller.

Indemnification by Holdings. IHS shall cause Holdings, without limitation as to time, Holdings agrees to indemnify and hold harmlessharmless each Holder of Registrable Securities, to the fullest extent lawfulits officers, each Management Stockholder (directors, partners, employees and agents and each Permitted Transferee of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, Person who controls such Permitted Transferee (Holder within the meaning of either Section 15 of the Securities Act and or Section 20 20(a) of the Exchange ActAct (each such person being sometimes hereinafter referred to as an "Indemnified Holder") and the directors, officers, employees or agents of any such controlling Persons), and from and against any all losses, claims, damages, liabilities and all Losses, as incurred, expenses (including reasonable costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such any registration statement or prospectus, prospectus or in any amendment or supplement thereto, thereto or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, except insofar as the same are based upon information furnished in writing to Holdings by (i) such losses, claims, damages, liabilities or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses expenses arise out of or are based upon an untrue statement or alleged any such untrue statement or omission or alleged omission made allegation thereof based upon information relating to such Indemnified Holder and furnished in any preliminary prospectus if (i) having previously been furnished by or on behalf of writing to Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (Indemnified Holder expressly for use therein, or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses result from such Indemnified Holder selling Registrable Securities to a person asserting the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise out existence of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in a preliminary prospectus and to whom there was not given or sent, at or prior to the final prospectuswritten confirmation of the sale of such Registrable Securities, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to copy of the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, then amended or supplemented in any case where such Management Stockholder delivery is required by the Securities Act but only if (x) such statement or such Permitted Transferee) thereafter failed to deliver omission was corrected in such final prospectus as so supplemented prior to such written confirmation and such Indemnified Holder was furnished copies of such final prospectus in sufficient quantity, prior to such written confirmation and (y) the claims asserted by such person do not include allegations of other untrue statements or concurrently omissions made in such preliminary prospectus or final prospectus which was not corrected in the final prospectus or in the prospectus as then amended or supplemented, respectively, which allegations are upheld by a final judgment. This indemnity will be in addition to any liability which Holdings may otherwise have. (a) Holdings has agreed to pay such fees and expenses or (b) Holdings shall have failed to assume the defense of such action or proceeding and has failed to employ counsel reasonably satisfactory to such Indemnified Holder in any such action or proceeding or (c) the named parties to any such action or proceeding (including any inpleaded parties) include both such Indemnified Holder and Holdings, and there are one or more legal defenses available to such Indemnified Holder which are different from or additional to those available to Holdings (in which case, if such Indemnified Holder notifies Holdings in writing that it elects to employ separate counsel at the expense of Holdings, Holdings shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Holder, it being understood, however, that Holdings shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the sale same jurisdiction arising out of shares the same general allegations or circumstances, be liable for the fees and expenses of Restricted more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders, which firm shall be designated in writing by such Indemnified Holders). Holdings Common Stock. 156shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, Holdings agrees to indemnify and hold harmless such Indemnified Holders from and against any loss or liability by reason of such settlement or judgment.

Indemnification by Holdings. IHS shall cause Holdings, without limitation as to time, Holdings agrees to indemnify and hold harmless, to the fullest full extent lawfulpermitted by law, each Management Stockholder (holder of Registrable Securities, its officers, directors and employees and each Permitted Transferee of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, Person who controls such Permitted Transferee holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (the "Indemnified Parties") against all losses, claims, damages, liabilities and the directors, officers, employees expenses incurred by such party in connection with any actual or agents of any such controlling Persons), and from and against any and all Losses, as incurred, threatened action arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such registration statement any Registration Statement, Prospectus or prospectus, preliminary Prospectus or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same arise out of or are based upon any such untrue statement or omission made in reliance on and in conformity with any information furnished in writing to Holdings by such holder or on behalf of such Management Stockholder (or such Permitted Transferee) its counsel expressly for use therein; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise loss, claim, damage, liability or expense arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectusProspectus, if (i) such untrue statement or alleged untrue statement or such statement, omission or alleged omission is completely corrected in all material respects in a an amendment or supplement to the final prospectus Prospectus and (ii) having previously been furnished by or on behalf the holder of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) Registrable Securities thereafter failed fails to deliver such final prospectus Prospectus as so amended or supplemented prior to or concurrently with the sale of shares the Registrable Securities to the person asserting such loss, claim, damage, liability or expense after Holdings has furnished such holder with a sufficient number of Restricted copies of the same. Holdings Common Stock. 156shall also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties, if requested.

Indemnification by Holdings. IHS shall cause Holdings, without limitation as to time, Holdings agrees to indemnify and hold harmlessharmless the Company and its directors, to the fullest extent lawful, each Management Stockholder (officers and each Permitted Transferee of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, who controls such Permitted Transferee any person controlling (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the Company and the its respective officers, directors, officerspartners, employees or employees, representatives and agents of any each such controlling Persons)person, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Holders, but only with respect to losses, claims, damages, liabilities, judgments, actions and from expenses (including without limitation and against any and all Losses, as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to the Company) directly or indirectly caused by, related to, based upon, arising out of or based upon in connection with any untrue statement or alleged untrue statement of a material fact contained in such registration statement any Registration Statement or prospectus, Prospectus (or in any amendment or supplement thereto), or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as to the same are based upon information furnished in writing extent, but only to Holdings by or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, howeverthe extent, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made is contained in any preliminary prospectus if (i) having previously been information relating to Holdings furnished in writing by Holdings expressly for use in any Registration Statement or Prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against Holding, Holdings shall have the rights and duties given the Company, and the Company or its directors or officers or such controlling person shall have the rights and duties given to Holdings by the preceding paragraph. Holdings also agrees to indemnify and hold harmless each underwriter participating in the distribution on behalf substantially the same basis as that of the indemnification of the Company provided in this Section 4.2. In no event shall the liability of Holdings with copies hereunder be greater in amount than the dollar amount of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of proceeds received by Holdings upon the sale of shares of Restricted Common Stock the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable Persons specifically for inclusion in any such case to the extent that any such Losses arise out of Registration Statement or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156Prospectus.

Indemnification by Holdings. IHS Holdings shall cause Holdingsindemnify the Administrative Agent (and any sub-agent thereof), without limitation as to timeeach Lender and the L/C Issuer, to and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmlessharmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, to incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Holdings or any other Loan Party arising out of, in connection with, or as a result of (i) the fullest extent lawfulexecution or delivery of this Agreement, each Management Stockholder any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and each Permitted Transferee any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Management StockholderLetter of Credit), (iii) who owns shares any actual or alleged presence or release of Restricted Hazardous Materials on or from any property owned or operated by Holdings Common Stock that are covered or any of its Subsidiaries, or any Environmental Claims related in any way to Holdings or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a registration statement third party or a prospectusby Holdings or any other Loan Party, and the agents regardless of whether any Indemnitee is a party thereto; provided that such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, who controls such Permitted Transferee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, employees or agents of any such controlling Persons), and from and against any and all Lossesindemnity shall not, as incurredto any Indemnitee, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such registration statement or prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing to Holdings by or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Holdings or any other Loan Party against an Indemnitee for breach in bad faith of such Losses arise out of Indemnitee’s obligations hereunder or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in under any preliminary prospectus other Loan Document, if (i) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver Loan Party has obtained a copy final and nonappealable judgment in its favor on such claim as determined by a court of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156competent jurisdiction.

Indemnification by Holdings. IHS shall cause HoldingsIn consideration of the agreements of the holders of the Registrable Securities contained herein and in the several Subscription Agreements and Subsequent Subscription Agreements, without limitation and as an inducement to timesuch holders to enter into the Subscription Agreement or the Subsequent Subscription Agreement, as the case may be, Holdings hereby agrees that in the event of any registration of any shares of Holdings under the Securities Act pursuant to this Amended and Restated Agreement, Holdings will indemnify and hold harmless, to the fullest full extent lawfulpermitted by law, each Management Stockholder (of the holders of any Registrable Securities covered by such registration statement and each Permitted Transferee holder of Registrable Securities selling Registrable Securities pursuant to Rule 144, their respective directors and officers, general partners, limited partners, managing directors, each other Person who participates as an underwriter in the offering or sale of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, securities and each director, officer or employee, if any, of such Permitted Transferee, and each other Person, if any, who controls controls, is controlled by or is under common control with any such Permitted Transferee (Shareholder or any such underwriter within the meaning of Section 15 of the Securities Act (and Section 20 of the Exchange Act) and the directors, officers, employees or agents controlling Persons, partners and managing directors of any such controlling Persons), and from and of the foregoing) against any and all Losseslosses, claims, damages or liabilities, joint or several, and expenses including any amounts paid in any settlement effected with Holdings' consent, which consent will not be unreasonably withheld to which such Shareholder, any such director or officer or general or limited partner or managing director or any such underwriter or controlling Person may become subject under the Securities Act, U.S. state securities "blue sky" laws, common law or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in such any registration statement or prospectusunder which such securities were registered under the Securities Act or, or in the case of a holder of Registrable Securities selling Registrable Securities pursuant to Rule 144, in the most recent Annual Report on Form 10-K of Holdings and any amendment or supplement theretosubsequent periodic reports filed by Holdings under the Securities Exchange Act of 1934, or in as amended, (B) any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing or (C) any violation or alleged violation by Holdings of any U.S. federal, state or common law rule or regulation applicable to Holdings and relating to action required of or inaction by Holdings in connection with any such registration. Holdings shall reimburse each such Shareholder and each such director, officer, general partner, limited partner, managing director or on behalf of underwriter and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such Management Stockholder (loss, claim, liability, action or such Permitted Transferee) expressly for use thereinproceeding; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or are is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to Holdings by such Shareholder in its capacity as a Shareholder in Holdings or any such director, officer, general or limited partner, managing director, underwriter or controlling Person expressly for use in the final preparation thereof; provided, further, that Holdings shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities, if any, or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, pursuant to this Section 2(f)(i) with respect to any statutory prospectus, if (i) such untrue statement issuer free writing prospectus or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus or the final prospectus as amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the time of such sale, a copy of the statutory prospectus together with any issuer free writing prospectuses available for use in making such sales, if Holdings has previously furnished sufficient copies thereof to such underwriter on a timely basis and (ii) having previously been furnished the statutory prospectus, together with any issuer free writing prospectuses available for use in making such sales, had corrected any such misstatement or omission, except that the indemnification obligation of Holdings with respect to any Person who participates as an underwriter in the offering or sale of Registrable Securities, or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, pursuant to this proviso shall be modified in such manner, which shall be reasonably acceptable to Holdings and a majority of the holders of Registrable Securities participating in any such registration of shares, as is consistent with customary practice with respect to underwriting agreements for offerings of such type. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of Holdings with copies such Shareholder or any such director, officer, general partner, limited partner, managing director, underwriter or controlling Person and shall survive the transfer of the final prospectus as so supplemented, such Management Stockholder (or securities by such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156Shareholder.

Indemnification by Holdings. IHS shall cause HoldingsIn the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Shares held by Stockholders, without limitation as to time, to Holdings will indemnify and hold harmless, to the fullest extent lawful, each Management Stockholder (harmless Stockholders and each Permitted Transferee underwriter of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, securities and each director, officer or employee, if any, of such Permitted Transferee, and each Personother person, if any, who controls any Stockholder or such Permitted Transferee (underwriter within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which Stockholders or such underwriter or controlling person may become subject under the Securities Act and Section 20 of the Exchange Actor otherwise, insofar as such losses, claims, damages, or liabilities (or any actions in respect thereof) and the directors, officers, employees or agents of any such controlling Persons), and from and against any and all Losses, as incurred, arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (i) contained, on its effective date, in such any registration statement under which such securities were registered under the Securities Act or prospectus, or in any amendment or supplement theretoto any of the foregoing, or in any preliminary prospectus, or arising which arise out of or are based upon any 155 the omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) contained in any preliminary prospectus, except insofar if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if Holdings shall have filed with the same SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon information furnished the omission or alleged omission to state a material fact required to be stated in writing such prospectus or necessary to Holdings make the statements in such prospectus not misleading; and will reimburse Stockholders and each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or on behalf of defending any such Management Stockholder (loss, claim, damage, or such Permitted Transferee) expressly for use thereinliability; provided, however, that Holdings shall not be liable to any Stockholder or its underwriters or controlling persons in any such Management -------- ------- Stockholder (or such Permitted Transferee) case to the extent that any such Losses arise loss, claim, damage, or liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue registration statement or such omission amendment or alleged omission; supplement, in reliance upon and provided further, however, -------- ------- ------- that in conformity with information furnished to Holdings shall not be liable in any through a written instrument duly executed by Stockholders or such case to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission underwriter specifically for use in the final prospectus, if (i) such untrue statement or alleged untrue statement or such omission or alleged omission is corrected in all material respects in a supplement to the final prospectus and (ii) having previously been furnished by or on behalf of Holdings with copies of the final prospectus as so supplemented, such Management Stockholder (or such Permitted Transferee) thereafter failed to deliver such final prospectus as so supplemented prior to or concurrently with the sale of shares of Restricted Holdings Common Stock. 156preparation thereof.