Common use of Indemnification by Issuer Clause in Contracts

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless each Purchaser and its officers, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any losses, claims, damages, or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by such Purchaser herein, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreement.

Indemnification by Issuer. The Issuer agrees will, and hereby does, to the full extent permitted by law indemnify and hold harmless each Purchaser and its officersthe participating Holder of any Registrable Securities covered by any registration statement filed pursuant to Section 2, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any losses, claims, damages, or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities liabilities, joint or several (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof, whether or not such Holder is a party thereto, and including reasonable costs of investigation and legal expenses) (collectively, “Claims”), to which such Holder may become subject under the Act or otherwise, insofar as such Claims arise out of, of or are based upon any breach untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, “Registration Documents”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus or preliminary prospectus, in light of the representations circumstances in which they were made), or warranties any violation by Issuer of the Issuer contained hereinAct or any state securities law, or failure any rule or regulation promulgated under the Act or any state securities law, or any other law applicable to comply with the covenants and agreements of the Issuer contained hereinrelating to any such registration or qualification, and the Issuer will reimburse such Purchaser Indemnified Parties Holder for any reasonable legal or any other expenses reasonably incurred by them in investigating, connection with investigating or defending or preparing to defend any such action, proceeding or claim, Claim; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage Claim or liability expense arises out of, of or is based upon, a breach of upon an untrue statement or alleged untrue statement or omission or alleged omission made in any representations or warranties made by such Purchaser herein, or Registration Document in reliance upon and in conformity with written information furnished to Issuer for use in the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, preparation thereof; provided further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for not be liable to any Holder to the amounts provided for herein extent that any Claim or expense arises out of the failure by such Holder to send or give a copy of the final prospectus to the Person claiming an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on demand as behalf of such expenses are incurred; provided, however, that Holder and shall survive the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementtransfer of such securities by such Holder.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Purchaser and Holder, its officers, directors, affiliates, members, directors and employees and each person Person who controls such Purchaser Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any all losses, claims, damages, liabilities and expenses caused by any untrue or liabilities alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to which such Purchaser Indemnified Parties may become subject (under state therein a material fact required to be stated therein or necessary to make the Securities Act or otherwise) statements therein not misleading, except insofar as such losses, claims, damages the same are caused by or liabilities (or actions or proceedings contained in respect thereof) arise out of, or are based upon any breach of the representations or warranties of information furnished in writing to the Issuer contained hereinby such Holder expressly for use therein; PROVIDED, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, howeverHOWEVER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of, of or is based uponupon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a breach sufficient number of any representations copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or warranties made by such Purchaser hereinomission; and PROVIDED, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, furtherFURTHER, that no Purchaser Indemnified Party the Issuer shall not be entitled liable in any such case to recover specialthe extent that any such loss, consequential claim, damage, liability or punitive damages under this Section 8.1expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer shall reimburse will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Purchaser Indemnified Party for Person who controls such Persons (within the amounts meaning of the Securities Act) to the same extent as provided for herein on demand as such expenses are incurred; providedabove with respect to the indemnification of the Holders, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementif requested.

Indemnification by Issuer. The Issuer agrees shall, to the full extent permitted by law, indemnify and hold harmless each Purchaser seller of Registrable Securities included in any registration statement filed in connection with a Piggyback Registration, its managers and its officers, directorsand each other Person, affiliatesif any, members, each person who controls any such Purchaser (seller within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any losses, claims, damages, expenses or liabilities liabilities, joint or several (together, "Losses"), to which such Purchaser Indemnified Parties seller or any such manager or officer or controlling Person may become subject (under the Securities Act or otherwise) , insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon any breach untrue statement or alleged untrue statement of any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained hereincircumstances under which they were made) not misleading, and the Issuer will reimburse such Purchaser Indemnified Parties seller and each such manager, officer and controlling Person for any reasonable legal or any other expenses reasonably incurred by them in investigating, connection with investigating or defending or preparing to defend any such actionLoss (or action or proceeding in respect thereof), proceeding or claim, provided, however, PROVIDED that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage Loss (or liability action or proceeding in respect thereof) arises out of, of or is based uponupon an untrue statement or alleged untrue statement or omission or alleged omission made in any such registration statement, a breach preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer through an instrument duly executed by such seller specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any representations or warranties investigation made by such Purchaser herein, or the failure on behalf of such Purchaser Indemnified Parties to comply with its covenants seller or any such manager, officer or controlling Person, and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1survive the transfer of such Units by such seller. The Issuer shall reimburse also indemnify each Purchaser Indemnified Party for other Person who participates (including as an underwriter) in the amounts offering or sale of Registrable Securities, their officers and managers and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s obligation above with respect to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementsellers of Registrable Securities.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Purchaser and Holder, its officers, directors, affiliates, members, directors and employees and each person Person who controls such Purchaser Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any all losses, claims, damages, liabilities and expenses caused by any untrue or liabilities alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to which such Purchaser Indemnified Parties may become subject (under state therein a material fact required to be stated therein or necessary to make the Securities Act or otherwise) statements therein not misleading, except insofar as such losses, claims, damages the same are caused by or liabilities (or actions or proceedings contained in respect thereof) arise out of, or are based upon any breach of the representations or warranties of information furnished in writing to the Issuer contained hereinby such Holder expressly for use therein; PROVIDED, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, howeverHOWEVER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of, of or is based uponupon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a breach sufficient number of any representations copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or warranties made by such Purchaser hereinomission; and PROVIDED, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, furtherFURTHER, that no Purchaser Indemnified Party the Issuer shall not be entitled liable in any such case to recover specialthe extent that any such loss, consequential claim, damage, liability or punitive damages under this Section 8.1expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same in a timely manner. The Issuer shall reimburse will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Purchaser Indemnified Party for Person who controls such Persons (within the amounts meaning of the Securities Act) to the same extent as provided for herein on demand as such expenses are incurred; providedabove with respect to the indemnification of the Holders, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementif requested.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless each Purchaser and its officers, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), members and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any third party losses, claims, damages, damages or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by such Purchaser herein, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for amount received from such Purchaser from the sale of the Purchased Shares under this AgreementUnits.

Indemnification by Issuer. The Issuer agrees will, and hereby does, to the full extent permitted by law indemnify and hold harmless each Purchaser and its officersparticipating Holder of any Registrable Securities covered by any registration statement filed pursuant to Section 2 hereof, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any losses, claims, damagesdamages or liabilities, joint or liabilities several (or actions or proceedings, whether commenced or threatened, in respect thereof, whether or not such Holder is a party thereto, and including reasonable costs of investigation and legal expenses) (collectively, "Claims"), to which such Purchaser Indemnified Parties Holder may become subject (under the Securities Act or otherwise) , insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Claims arise out of, of or are based upon any breach untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, "Registration Documents"), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus or preliminary prospectus, in light of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained hereincircumstances in which they were made), and the Issuer will reimburse such Purchaser Indemnified Parties Holder for any reasonable legal or any other expenses reasonably incurred by them in investigating, connection with investigating or defending or preparing to defend any such action, proceeding or claim, Claim; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage Claim or liability expense arises out of, of or is based upon, a breach upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Document in reliance upon and in conformity with written information furnished to Issuer by such Holder for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any representations or warranties investigation made by such Purchaser herein, or the failure on behalf of such Purchaser Indemnified Parties to comply with its covenants Holder and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for survive the amounts provided for herein on demand as Transfer of such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementsecurities by such Holder.

Indemnification by Issuer. The Issuer hereby agrees to indemnify Trustee, each Noteholder, each Affected Party and hold harmless each Purchaser of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons individually being called an "INDEMNIFIED PARTY"), forthwith on demand, from and against any 36 and all damages, losses, claims (whether on account of settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing collectively being called "INDEMNIFIED LOSSES") awarded against or incurred by any of them that arise out of or relate to Issuer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such Indemnified Party (or the gross negligence or willful misconduct on the part of any of its officers, directors, affiliatesemployees, membersaffiliates or agents), each person who controls such Purchaser (within b) to the meaning extent they include Indemnified Losses in respect of Section 15 Receivables and reimbursement therefor that would constitute credit recourse to Issuer for the amount of any Receivable or Related Pledged Asset not paid by the related Obligor, (c) to the extent they are or result from lost profits, (d) to the extent they are or result from taxes (including interest and penalties thereon) asserted with respect to (i) franchise or withholding taxes imposed on any Indemnified Party other than Trustee in its capacity as Trustee or (ii) federal or other income taxes on or measured by the net income of the Securities Act Indemnified Party and Section 20 of costs and expenses in defending against the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any losses, claims, damagessame, or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwisee) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such they constitute consequential, special or punitive damages. If for any reason the indemnification provided in this Section is unavailable to an Indemnified Party or is insufficient to hold it harmless, then Issuer shall contribute to the amount paid by the Indemnified Party as a result of any loss, claim, damage or liability arises out ofin such proportion as is appropriate to reflect not only the relative benefits received by the Indemnified Party on the one hand and Issuer on the other hand, or is based upon, a breach but also the relative fault of the Indemnified Party (if any) and Issuer and any representations or warranties made by such Purchaser herein, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements other relevant equitable consideration. Notwithstanding any provisions contained in this Agreementany Transaction Document to the contrary, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party not, and shall not be obligated to, pay any amount pursuant to this SECTION 7.3 unless funds are allocated for such payment pursuant to the amounts provided provisions hereof governing the allocation of funds in the Master Collection Account. Any amount which Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or obligation of Issuer for herein on demand as any such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementinsufficiency.

Indemnification by Issuer. The Issuer agrees to shall indemnify Purchaser, the Collateral Agent (and any sub-agent thereof) and Farmer Mac, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless each Purchaser from, any and its officers, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or liabilities asserted against any Indemnitee by any Person (including Issuer or any affiliate of Issuer and the expense of investigation) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Bond Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the issuance of any Bond by Issuer or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Issuer or any of its affiliates or securing any Qualified Loan, or any Environmental Liability related in any way to which Issuer, any of its Affiliates, any Borrower or any of the Underlying Collateral Properties, 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 third party or by Issuer or any of its affiliates, and regardless of whether any Indemnitee is a party thereto; provided that such Purchaser Indemnified Parties may become subject (under indemnity shall not, as to any Indemnitee, be available to the Securities Act or otherwise) insofar as extent that such losses, claims, damages damages, liabilities or liabilities related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by such Purchaser herein, or the failure willful misconduct of such Purchaser Indemnified Parties to comply with Indemnitee or (y) result from a claim brought by Issuer or any of its covenants affiliates against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Bond Document, if Issuer or such affiliate of Issuer has obtained a final and agreements contained nonappealable judgment in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein its favor on demand such claim as such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementdetermined by a court of competent jurisdiction.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless each Purchaser and Selling Holder of Registrable Securities, its officers, directorsdirectors and agents and each Person, affiliatesif any, members, each person who controls such Purchaser (Selling Holder within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act)Act of 1934, and their respective successorsas amended, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any and all losses, claims, damagesdamages (whether in contract, tort or otherwise), liabilities and expenses (including reasonable costs of investigation) whatsoever (as incurred or suffered) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or liabilities arising out of or based upon any omission or alleged omission to which such Purchaser Indemnified Parties may become subject (under state therein a material fact required to be stated therein or necessary to make the Securities Act or otherwise) statements therein not misleading, except insofar as such losses, claims, damages damages, liabilities or liabilities (or actions or proceedings in respect thereof) expenses arise out of, or are based upon any breach of the representations or warranties of the Issuer contained hereinupon, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding untrue statement or claim, provided, however, that the omission or allegation thereof based upon information furnished in writing to Issuer shall not be liable in any such case to the extent that such loss, claim, damage by a Selling Holder or liability arises out of, or is based upon, on a breach of any representations or warranties made by such Purchaser herein, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party Selling Holder's behalf expressly for the amounts provided for herein on demand as such expenses are incurreduse therein; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or prospectus, the Issuer’s obligation indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, damage, liability or expense results from the fact that a current copy of the prospectus (as then amended or supplemented, as applicable), which prospectus shall have been timely provided to the Seller Holder, was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense. Issuer also agrees to indemnify any underwriters of the Purchaser Indemnified Parties shall Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in no event exceed this Section or such other indemnification customarily obtained by underwriters at the aggregate purchase price for the Purchased Shares under this Agreementtime of offering.

Indemnification by Issuer. The In the event of any registration of any securities of Issuer agrees under the Securities Act, Issuer will, and hereby does, to the full extent permitted by law indemnify and hold harmless the participating Holder of any Registrable Securities covered by any registration statement filed pursuant to Section 2 or Section 3 and each Purchaser and its officersother Person, directorsif any, affiliates, members, each person who controls such Purchaser (participating Holder within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any losses, claims, damagesdamages or liabilities, joint or liabilities several (or actions or proceedings, whether commenced or threatened, in respect thereof, whether or not such Holder is a party thereto, and including reasonable costs of investigation and legal expenses) (collectively, “Claims”), to which such Purchaser Indemnified Parties Holder may become subject (under the Securities Act or otherwise) , insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Claims arise out of, of or are based upon any breach untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, “Registration Documents”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus or preliminary prospectus, in light of the representations circumstances in which they were made), or warranties any violation by Issuer of the Issuer contained hereinSecurities Act or any state securities law, or failure any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to comply with the covenants and agreements of the Issuer contained hereinrelating to any such registration or qualification, and the Issuer will reimburse such Purchaser Indemnified Parties Holder for any reasonable legal or any other expenses reasonably incurred by them in investigating, connection with investigating or defending or preparing to defend any such action, proceeding or claim, Claim; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage Claim or liability expense arises out of, of or is based upon, a breach of upon an untrue statement or alleged untrue statement or omission or alleged omission made in any representations or warranties made such Registration Document in reliance upon and in conformity with written information furnished to Issuer through an instrument duly executed by such Purchaser herein, or Holder stating that it is for use in the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, preparation thereof; provided further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for not be liable to any Holder to the amounts provided for herein extent that any Claim or expense arises out of the failure by such Holder to send or give a copy of the final prospectus to the Person claiming an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on demand as behalf of such expenses are incurred; provided, however, that Holder and shall survive the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementtransfer of such securities by such Holder.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless each Purchaser and its officers, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), members and their respective successors, assigns, heirs, representatives and estates (collectively, the “"Purchaser Indemnified Parties”") from and against any third party losses, claims, damages, damages or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by such Purchaser herein, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s 's obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed shall not exceed the aggregate purchase price for the Purchased Shares under this Agreement.

Indemnification by Issuer. The Issuer (a).Issuer agrees to indemnify indemnify, reimburse, defend and hold harmless each Purchaser and its officers, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), Secured Party and their respective successorsdirectors, assignsofficers, heirsemployees, representatives consultants, agents, attorneys, or any other Person affiliated with or representing such Secured Party (each, an “Indemnified Person”) harmless against: (i) all obligations, demands, claims, and estates liabilities (collectively, the “Purchaser Indemnified PartiesClaims”) asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Note Documents whether in contract, tort or otherwise; and (ii) all losses, Collateral Agent Expenses and Purchasers’ Expenses incurred, or paid by Indemnified Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Note Documents (including reasonable attorneys’ fees and expenses and, if necessary or appropriate, local counsel in each reasonably necessary and materially relevant jurisdiction for any Indemnified Person), except, in each case, for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct, in each case, as determined by a court of competent jurisdiction by final and non-appealable judgment. Issuer hereby further agrees to indemnify, reimburse, defend and hold each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of any counsel for and, if necessary or appropriate, local counsel in each reasonably necessary and materially relevant jurisdiction for any Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Issuer or its shareholders, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Purchasers) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or in connection with the transactions contemplated hereby and the use or intended use of the proceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct, in each case, as determined by a court of competent jurisdiction by final and non-appealable judgment. This Section 12.2(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon etc. arising from any breach of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or non-Tax claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by such Purchaser herein, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreement.

Indemnification by Issuer. The Issuer agrees to undertakes with AMBAC that it will indemnify and hold harmless each Purchaser AMBAC and its officers, directors, affiliates, members, directors and employees and each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) AMBAC from and against any and all losses, liabilities, costs, claims, damages, expenses or liabilities to demands (or actions in respect thereof) which any of them may reasonably incur or which may be made against any of them (in the currency in which such Purchaser Indemnified Parties may become subject (under the Securities Act losses, liabilities, costs, claims, damages, expenses or otherwise) demands are incurred), insofar as such losses, liabilities, costs, claims, damages damages, expenses or liabilities demands (or actions or proceedings in respect thereof) arise out ofof or in relation to or in connection with any breach or alleged breach of any representation or warranty made by the Issuer in Section 2.01, or are based upon any breach or alleged breach of any of the representations or warranties covenants of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, Section 2.02; provided that the Issuer shall not be liable in for any such case to the extent that such loss, claimliability, damage cost, action or liability arises out ofclaim arising from (i) any statements made in reliance on information furnished in writing by AMBAC or the Managers to the Issuer expressly for use in the Offering Circular or from any omissions of information which should have been so furnished by AMBAC or the Managers, or is based upon, a (ii) any breach by AMBAC of any representations of its obligations under the Transaction Documents or warranties made (iii) the gross negligence of any indemnified person. Subject to the provisions of Section 4.03 hereof, the Issuer further agrees to reimburse AMBAC (in the currency in which incurred by AMBAC) for all costs, charges and expenses which AMBAC may pay or incur in connection with investigating, disputing or defending any such Purchaser herein, action or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementclaim.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Purchaser and Holder, its officers, directors, affiliates, members, directors and employees and each person Person who controls such Purchaser Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any all losses, claims, damages, or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) and expenses that arise out of, of or are based upon any breach untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus, are based upon any omission or alleged omission 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 caused by or contained in any information furnished in writing to the Issuer by such Holder expressly for use therein, or are based on any violation or alleged violation by the Issuer of the representations Securities Act, the Exchange Act, any state securities law or warranties of any rule or regulation promulgated under the Issuer contained hereinSecurities Act, or failure to comply the Exchange Act, any state securities laws in connection with the covenants and agreements of offering covered by the Issuer contained herein, Registration; and the Issuer will reimburse such Purchaser Indemnified Parties the Holders, each of their respective stockholders, partners, members, managers, trustees, directors, officers, employees, agents, underwriters and each Person who controls each Holder or underwriter for any reasonable legal or and other expenses reasonably as and when incurred in investigating, connection with investigating or defending or preparing to defend any such action, proceeding or claim, loss, damage, liability or expense; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of, of or is based uponupon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a breach sufficient number of any representations copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or warranties made by such Purchaser herein, or the failure of such Purchaser Indemnified Parties to comply with its covenants omission; and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party the Issuer shall not be entitled liable in any such case to recover specialthe extent that any such loss, consequential claim, damage, liability or punitive damages under this Section 8.1expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer shall reimburse will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Purchaser Indemnified Party for Person who controls such Persons (within the amounts meaning of the Securities Act) to the same extent as provided for herein on demand as such expenses are incurred; providedabove with respect to the indemnification of the Holders, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementif requested.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless each Purchaser Purchaser, its Affiliates and its officers, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates Representatives (collectively, the “Purchaser Indemnified PartiesIndemnitees”) from and against any all costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or liabilities to which such Purchaser Indemnified Parties may become subject expenses of any kind or nature (under including the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach reasonable fees and disbursements of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants counsel and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any all other reasonable legal or other expenses reasonably incurred in connection with investigating, defending or preparing to defend any such actionmatter that may be incurred by them or asserted against or involve any of them), proceeding whether or claimnot involving a Third-Party Claim, providedas a result of, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises arising out of, or is based upon, a in any way related to the breach of any representations of the representations, warranties, covenants or warranties agreements of Issuer contained herein,; provided that, such claim for indemnification relating to the breach of representations, warranties, covenants or agreements is made by such Purchaser herein, or prior to the failure expiration of the survival period of such Purchaser Indemnified Parties to comply with its covenants and agreements contained representation, warranty, covenant or agreement as set forth in this Agreement, ‎Section 6.1; provided, further, that no for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Indemnified Party Indemnitee shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to Issuer shall constitute the date upon which such claim has been made. No Purchaser Indemnitee shall be entitled to recover special, consequential indirect, exemplary, lost profits, speculative or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred‎Section 4.1; provided, however, that the Issuer’s obligation to indemnify the such limitation shall not prevent any Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares Indemnitee from recovering under this Agreement‎Section 4.1 for any such damages to the extent that such damages (A) are in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims or (B) (1) were reasonably foreseeable as of the Execution Date and (2) were proximately caused by the applicable breach giving rise to the applicable claim for indemnification hereunder.

Indemnification by Issuer. The In the event of any registration of Registrable Securities under the Securities Act pursuant to Section 2 or 3 hereof, Issuer agrees to will, and it hereby does, indemnify and hold harmless harmless, to the full extent permitted by law, each Purchaser and Holder, its directors, officers, directorsemployees, affiliatesstockholders, general partners, limited partners, members, advisory directors, managing directors and each person other person, if any, who controls controls, is controlled by or is under common control with such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and Holder against any and all losses, claims, damagesdamages or liabilities, joint or liabilities several, and expenses (including any amounts paid in any settlement effected with Issuer's prior written consent) to which such Purchaser Indemnified Parties Holder, director, officer, employee, stockholder, general partner, limited partner, member, advisory director, managing director or other person may become subject (under the Securities Act Act, Exchange Act, state securities or blue sky laws, common law or otherwise) , insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of, of or are based upon (i) any breach untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in light of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained hereincircumstances under which they are made), and the Issuer will reimburse each Holder and each such Purchaser Indemnified Parties director, officer, employee, stockholder, general partner, limited partner, member, advisory director, managing director or other person for any reasonable legal or any other expenses reasonably incurred by them as such expenses are incurred in investigatingconnection with investigating or defending such loss, defending or preparing to defend any such action, proceeding or claim, providedliability, however, action or proceeding; provided that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of, of or is based uponupon 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, a breach of any representations final or warranties made summary prospectus in reliance upon and in conformity with written information furnished to Issuer by such Purchaser herein, or the failure in behalf of such Purchaser Indemnified Parties to comply with its covenants and agreements contained Holder for use in this Agreement, the preparation thereof; provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s obligation Issuer shall not be required to indemnify any such indemnified Person to the Purchaser Indemnified Parties shall extent that such loss, claim, damage, liability, expense, action or proceeding arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission that was corrected in no event exceed the aggregate purchase price for final prospectus or any amendment or supplement thereto and it is established that such Holder failed to deliver or provide a copy of the Purchased Shares under final prospectus (as amended or supplemented) to the claimant with or prior to the sale of such Registrable Securities sold to such claimant, unless such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was as a result of the failure of Issuer to provide such final prospectus or such amendment or supplement thereto on a timely basis as required by this Agreement.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless will indemnify: (a) each Purchaser and its of the Holders, as applicable, (b) each of the Holder’s officers, directors, affiliatesmembers and partners, membersand (c) each individual, partnership, joint stock company, corporation, trust, unincorporated organization, government agency or political subdivision (each person who controls such Purchaser (of the foregoing, a “Person”) controlling each of the Holders within the meaning of SEC Rule 405 under the Securities Act, Section 15 of the Securities Act and or Section 20 of the Exchange Act), and their respective successorswith respect to the Registration Statement, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any lossesall expenses, claims, damages, or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or and liabilities (or actions actions, investigations or proceedings in respect thereof) arise (collectively, a “Claim”) arising out ofof or based on any actual or alleged untrue statement of a material fact, or are based upon any breach omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements included therein not misleading, contained in the Registration Statement, any prospectus (in light of the representations circumstances under which they were made) or warranties other offering document, and will reimburse each of the Issuer contained hereinHolders, or failure to comply with the covenants each of its officers, directors, members and agreements partners, and each Person controlling each of the Issuer contained hereinHolders, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or and any other expenses reasonably incurred in investigating, connection with investigating and defending or preparing to defend any such action, proceeding or claim, Claim; provided, however, that the Issuer shall will not be liable in any such case to the extent that any such loss, claim, damage or liability Claim arises out of, of or is based uponon (i) any untrue statement or omission based upon written information furnished to issuer by the Holders or their Representatives and stated to be specifically for use therein, or (ii) any untrue statement or omission of a breach of material fact required to make such statement not misleading in any representations prospectus that is corrected in any subsequent prospectus that was delivered to the Holder before the pertinent sale or warranties made sales by such Purchaser hereinHolder, or the failure of is such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as prospectus is not delivered by such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this AgreementHolder.

Indemnification by Issuer. The Issuer agrees to indemnify and hold harmless each Purchaser and its officers, directors, affiliates, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), members and their respective successors, assigns, heirs, representatives successors and estates assigns (collectively, the “Purchaser Indemnified Parties”) from and against any third party losses, claims, damages, damages or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by such Purchaser herein, or the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages under this Section 8.1Agreement hereof . The Issuer shall reimburse each Purchaser Indemnified Party for the amounts provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for amount received by such Purchaser from the sale of the Purchased Shares under this AgreementSecurities.

Indemnification by Issuer. The In the event of any registration of any securities of Issuer under the Securities Act, Issuer will, and hereby agrees to to, indemnify and hold harmless each Purchaser Purchaser, its directors and its officers, directorsand each other Person, affiliatesif any, members, each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any losses, claims, damagesdamages or liabilities, joint or liabilities several, to which Purchaser or any such Purchaser Indemnified Parties director or officer or controlling Person may become subject (under the Securities Act or otherwise) , insofar as such losses, claims, damages or liabilities (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (x) any breach untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the representations Securities Act, any preliminary prospectus, final prospectus or warranties of the Issuer summary prospectus contained hereintherein, or failure any amendment or supplement thereto, or any omission or (y) alleged omission to comply with state therein a material fact required to be stated therein or necessary to make the covenants and agreements of the Issuer contained hereinstatements therein not misleading, and the Issuer will reimburse Purchaser and each such Purchaser Indemnified Parties director, officer, and controlling Person for any reasonable legal or any other expenses reasonably incurred by them in investigating, connection with investigating or defending or preparing to defend any such actionloss, proceeding or claim, providedliability, howeveraction or proceeding, provided that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of, of or is based uponupon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, a breach of any representations such preliminary prospectus, final prospectus, summary prospectus, amendment or warranties made supplement in reliance upon and in conformity with written information furnished to Issuer through an instrument duly executed by such Purchaser herein, or specifically stating that it is for use in the failure of such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreementpreparation thereof, provided, further, that no Issuer shall not be liable to Purchaser Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of Purchaser's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus; and provided, further, that Issuer shall not be liable to Purchaser in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based (i) upon the use of any preliminary final or summary prospectus by or on behalf of Purchaser after Issuer has notified Purchaser, in accordance with Section 2.3(vii), that such prospectus contains an untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) the use of any final prospectus, as amended or supplemented, by or on behalf of Purchaser after such time as the obligation of Issuer to keep the related registration statement effective has expired or (iii) any violation of any federal or state securities laws, rules or regulations committed by Purchaser (other than any violation that arises out of or is based upon the circumstances described in clause (x) or (y) above and as to which Purchaser would otherwise be entitled to recover specialindemnification hereunder). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Purchaser or any such director, consequential officer, or punitive damages under this Section 8.1. The Issuer controlling Person and shall reimburse each Purchaser Indemnified Party for survive the amounts provided for herein on demand as transfer of such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this Agreementsecurities by Purchaser.

Indemnification by Issuer. The Issuer agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, Purchaser, each Purchaser and of its officers, directors, affiliates, members, partners and each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against any all losses, claims, damages, or liabilities to which liabilities, costs (including, without limitation, reasonable attorney’s fees) amounts paid in settlement and expenses incurred by such Purchaser Indemnified Parties may become subject person (under the Securities Act or otherwisecollectively, “Claims”) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Claims arise out of, of or are based upon upon: (i) any breach untrue or alleged untrue statement of a material fact contained in any Registration Statement (as defined in the Note), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus (as defined in the Note) if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Issuer files any amendment thereof or supplement thereto with the Securities and Exchange Commission) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the representations circumstances under which the statements therein were made, not misleading, or warranties (iii) any violation by the Issuer of any federal, state, provincial, territorial or common law, rule or regulation applicable to the Issuer in connection with any Registration Statement, Prospectus or any preliminary Prospectus, or any amendment or supplement thereto (clauses (i), (ii) and (iii) being collectively, “Violations”), and shall reimburse, in accordance with subparagraph (c) below, each of the Issuer contained herein, or failure to comply with the covenants and agreements of the Issuer contained herein, and the Issuer will reimburse such Purchaser Indemnified Parties foregoing persons for any reasonable legal or and any other expenses reasonably incurred in investigating, connection with investigating or defending or preparing to defend any such actionclaims. Notwithstanding anything to the contrary contained herein, proceeding the indemnification agreement contained in this Section 7(d): (i) shall not apply to a Claim by an indemnified person arising out of or claim, provided, however, based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Issuer by such indemnified person or by Purchaser on behalf of such indemnified person expressly for use in connection with the preparation of the Registration Statement or Prospectus or any such amendment thereof or supplement thereto and; (ii) shall not be liable in any such case available to the extent that such loss, claim, damage or liability arises out of, or Claim is based upon, on a breach of any representations or warranties made by such Purchaser herein, or the failure of the Purchaser to deliver or to cause to be delivered the Prospectus made available by the Issuer, if such Purchaser Indemnified Parties Prospectus was timely made available by the Issuer at or prior to comply with its covenants and agreements contained in this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled to recover special, consequential or punitive damages the time delivery of such Prospectus was required of such indemnified person. Indemnity under this Section 8.1. The Issuer 7(d) shall reimburse each remain in full force and effect regardless of any investigation made by or on behalf of Purchaser Indemnified Party for and shall survive the amounts provided for herein on demand as such expenses are incurred; provided, however, that permitted transfer of the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares under this AgreementSecurities.