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, 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 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 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 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.

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 with omissions made in such preliminary prospectus or final prospectus which was not corrected in the sale of shares of Restricted 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 Common Stock. 156may otherwise have.

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 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 Indemnitee’s obligations hereunder or under any 109 Table of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus Contents 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 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 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.