Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, its directors, officers, agents and employees, each person or entity who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934, as otherwise specifically set forth in this Agreement amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or in any Ancillary Agreemententities, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”)applicable law, from and against any and all Liabilities losses, claims, damages, liabilities, costs (including, without limitation, costs of the SpinCo Indemnitees relating topreparation and attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securities, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, with respect except to the extent, but only to the extent, that such untrue statements made explicitly in Parent’s name in the Form 10, the Information Statement or omissions are based solely upon information regarding a Holder or such other Indemnified Party (as amended defined below) furnished in writing to Parent by such Holder expressly for use therein. Parent shall notify each Holder promptly of any action, claim, suit, investigation or supplemented if SpinCo shall have furnished any amendments proceeding (including, without limitation, an investigation or supplements theretopartial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) or any other Disclosure Document; it being agreed that of which Parent is aware in connection with the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied transactions contemplated by SpinCothis Agreement.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoVarex, each member of the SpinCo Varex Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Varex Indemnitees”), from and against any and all Liabilities of the SpinCo Varex Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Varex Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Varex Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo Varex shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoVarex.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on at or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the External Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoXxxx, each member of the SpinCo Xxxx Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Xxxx Indemnitees”), from and against any and all Liabilities of the SpinCo Xxxx Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Separation Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary AgreementsAgreements (other than the License Agreement, which indemnification obligations of the Parties are specified thereunder); (d) except to the extent it relates to a SpinCo an Xxxx Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Xxxx Group that survives following the DistributionSeparation; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name all information (i) contained in the Form 10, the Information IPO Registration Statement or any Prospectus (as amended or supplemented if SpinCo shall have furnished including in any amendments or supplements thereto) provided by Parent specifically for inclusion therein to the extent such information pertains to (x) any member of the Parent Group or any other Disclosure Document(y) the Parent Business or (ii) provided by Parent to Xxxx specifically for inclusion in Arlo’s annual or quarterly or current reports following the date of the IPO to the extent (A) such information pertains to (x) a member of the Parent Group or (y) the Parent Business or (B) Xxxx has provided written notice to Parent that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; it being agreed provided, that the statements set forth on Schedule 4.3(ethis subclause (B) shall be not apply to the only statements made explicitly extent that any such Liability arises out of or results from, or in connection with, any action or inaction of any member of the Xxxx Group, including as a result of any misstatement or omission of any information by any member of the Xxxx Group to Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoUpstreamCo, each member of the SpinCo UpstreamCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo UpstreamCo Indemnitees”), from and against any and all Liabilities of the SpinCo UpstreamCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo an UpstreamCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo UpstreamCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo UpstreamCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoUpstreamCo.

Indemnification by Parent. Except From and after the Distribution Date, except as otherwise specifically set forth provided in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by LawSection 3(b), Parent shall, and shall cause the other members each member of the Parent Group to, shall jointly and severally indemnify, defend and hold harmless SpinCo, SpinCo and each member of the SpinCo Group and each of their respective past, present Representatives and future directors, officers, employees or agents, in each case in their respective capacities as such, Affiliates (and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), them) from and against against, without duplication, (i) all Spin-Off Tax Liabilities incurred by any and all Liabilities member of the SpinCo Indemnitees relating toParent Group, arising out of or resulting from, directly or indirectly, (ii) all Tax Liabilities that any member of the following items Parent Group is responsible for pursuant to Section 2, and (without duplication): (aiii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after SpinCo Group by reason of the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of Parent’s representations or covenants hereunder or made in connection with the Ancillary Agreements; (d) except to Private Letter Ruling or the extent it relates to a SpinCo LiabilityTax Opinion and, in each case, any guaranteerelated costs and expenses (including, indemnification or contribution obligationwithout limitation, surety bond or other credit support agreementreasonable attorneys’ fees and expenses); provided, arrangementhowever, commitment or understanding for the benefit of that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that survives following SpinCo or any member of the Distribution; and SpinCo Group would have been required to pay and bear (e) any untrue statement or alleged untrue statement increases, in cash, the amount of a material fact Refund to which SpinCo or omission any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or alleged omission adjustment giving rise to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if such indemnification obligation). SpinCo shall have furnished any amendments or supplements theretopay Parent for such Tax Benefit no later than five (5) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoBusiness Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. Except From and after the Distribution of a Spinco, except as otherwise specifically set forth provided in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by LawSections 3(b) and 3(c), Parent shall, and shall cause the other members each member of the Parent Group to, shall be responsible for and shall jointly and severally indemnify, defend and hold harmless SpinCo, such Spinco and each member of the SpinCo its Spinco Group and each of their respective past, present its Representatives and future directors, officers, employees or agents, in each case in their respective capacities as such, Affiliates (and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), them) from and against (i) all Spin-Off Tax Liabilities incurred by any and all Liabilities member of the SpinCo Indemnitees relating toParent Group, arising out of or resulting from, directly or indirectly, any of the following items (ii) without duplication): (a) , all Tax Liabilities that any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or is required to pay pursuant to Section 2, (iii) all Taxes, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any other Person to pay, perform or otherwise promptly discharge member of any Parent Liabilities in accordance with their terms, whether prior to, on or after Group by reason of the Effective Time; (c) any breach by Parent or any other a member of the Parent Group of this Agreement or any of its representations or covenants hereunder or made in connection with the Ancillary Agreements; IRS Ruling (dif applicable) except to and/or the extent it relates to a SpinCo LiabilityTax Opinions and, in each case, any guaranteerelated costs and expenses (including, indemnification or contribution obligationwithout limitation, surety bond or other credit support agreementreasonable attorneys’ fees and expenses), arrangementand (iv) all Specified Restructuring Income Taxes; provided, commitment or understanding for the benefit of however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to a breach by a Spinco (or a member of its Group) of any of its representations or covenants hereunder or made in connection with the IRS Ruling (if applicable) and/or the Tax Opinions; provided, that (x) in the event that an IRS Ruling is not obtained with respect to the Distribution of a Spinco, neither Parent nor such Spinco shall be deemed to make any representations regarding such Distribution in the IRS Ruling Documents, and (y) no Spinco makes any representations regarding any facts that, if untrue, would result in Specified Restructuring Income Taxes (other than representations regarding (1) whether such Spinco is engaged in the active conduct of a trade or business within the meaning of Section 355(b) of the Code, (2) such Spinco’s conduct after the Distribution, and (3) the matters set forth in Section 4(a)(iii) hereof). If the indemnification obligation of Parent or any member of the SpinCo Parent Group that survives following the Distribution; and under this Section 3(a) (e) or any untrue statement or alleged untrue statement of a material fact or omission or alleged omission adjustment for which Parent is responsible pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleadingthis Section 3(a), including any adjustment with respect to statements made explicitly a Tax Return for which Parent is responsible pursuant to Section 2(a)(i)) results in Parent(i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to a Spinco or any member of such Spinco’s name Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then each Spinco receiving such Tax Benefit shall pay Parent the amount by which such Tax Benefit actually reduces, in the Form 10cash, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) amount of Tax that such Spinco or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly member of its Spinco Group would have been required to pay and bear (or increases, in Parent’s name in the Form 10cash, the Information Statement amount of a Refund to which such Spinco or any other Disclosure Document, and all other information contained in member of its Spinco Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). Each Spinco receiving the Form 10, the Information Statement or any other Disclosure Document Tax Benefit shall be deemed to be information supplied by SpinCopay Parent for such Tax Benefit no later than five days after such Tax Benefit is Actually Realized.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Parent agrees to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as suchInvestor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the heirs, executors, successors and assigns of any Securities Act or Section 20 of the foregoing Exchange Act) (collectivelyeach, the an “SpinCo IndemniteesInvestor Indemnified Party”), from and against any and all Liabilities of the SpinCo Indemnitees relating toexpenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or resulting from, directly or indirectly, based upon any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or omission summary prospectus contained in the Registration Statement, or alleged any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that violation by Parent of the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other Disclosure Documentexpenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, and all other information contained loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case to the Form 10extent that any such expense, the Information Statement loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any other Disclosure Document such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such selling holder expressly for use therein. Parent also shall be deemed to be information supplied by SpinCoindemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding undertaking for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Parent agrees to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCoVPVP and each Person, each member if any, who controls VPVP within the meaning of the SpinCo Group and each of their respective pastAct, present and future directorsagainst any losses, officersclaims, employees damages, liabilities or agentsexpenses to which VPVP or such controlling person may become subject, in each case in their respective capacities as such, and each of under the heirs, executors, successors and assigns of any of the foregoing (collectivelyAct, the “SpinCo Indemnitees”)Exchange Act, from and against or any and all Liabilities of the SpinCo Indemnitees relating toother federal or state statutory law or regulation insofar as such losses, arising claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or resulting from, directly or indirectly, any of the following items are based upon (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ei) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434 of the Rules and Regulations, or the Prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations, or filed as part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required (the “Prospectus”), or any amendment or supplement thereto; (ii) the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them, in light of the circumstances under which they were made, not misleadingmisleading or (iii) any failure of Parent to perform its obligations under this Agreement, and shall reimburse VPVP and each such controlling Person for any legal and other expenses as such expenses are reasonably incurred by VPVP or such controlling Person in connection with respect investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that Parent shall not be liable in any such case to statements the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made explicitly in Parent’s name in the Form 10Registration Statement, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) Prospectus or any other Disclosure Document; it being agreed that amendment or supplement of the statements set forth Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to Parent by or on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name behalf of VPVP expressly for use in the Form 10, the Information Registration Statement or any other Disclosure Document, the Prospectus or (ii) the failure of VPVP to comply with the covenants and all other information agreements contained in Section 6.3 hereof respecting resale of Registrable Shares or (iii) any untrue statement or omission of a material fact in any Prospectus that is corrected in any subsequent Prospectus that was delivered to VPVP before the Form 10, the Information Statement pertinent sale or any other Disclosure Document shall be deemed to be information supplied sales by SpinCoVPVP.

Indemnification by Parent. Except as otherwise specifically set forth in Parent shall, notwithstanding any termination of this Agreement Agreement, indemnify and hold harmless each Holder, the officers, directors, agents and employees of it, each Person who controls such Holder (within the meaning of Section 15 of the Securities Act or in any Ancillary AgreementSection 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”)applicable law, from and against any and all Liabilities losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (including the cost (including without limitation, reasonable attorneys' fees) and expenses relating to an Indemnified Party's actions to enforce the provisions of this SECTION 5) (collectively, "LOSSES"), as incurred, to the SpinCo Indemnitees relating to, extent arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person relating to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, with respect except to the extent, but only to the extent, that (1) such untrue statements made explicitly in Parent’s name or omissions are based solely upon information regarding such Holder furnished (or in the Form 10case of an omission, not furnished) in writing to Parent by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose), (2) in the case of an occurrence of an event of the type specified in SECTION 3(c)(ii)-(v), the Information Statement (as amended use by any Holder of an outdated or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed defective Prospectus after Parent has notified such Holder in writing that the statements set forth on Schedule 4.3(eProspectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in SECTION 6(b), or (3) the failure of any Holder to deliver a prospectus prior to the confirmation of a sale. Parent shall be notify the only statements made explicitly Holders promptly of the institution, threat or assertion of any Proceeding of which Parent is aware in Parent’s name in connection with the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied transactions contemplated by SpinCothis Agreement.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoCoalCo, each member of the SpinCo CoalCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo CoalCo Indemnitees”), from and against any and all Liabilities of the SpinCo CoalCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Coal Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding (i) for the benefit of any member of the Parent Group made or given by any member of the SpinCo Group that CoalCo Group, which survives following the DistributionDistribution or (ii) which is set forth on Schedule 4.3(d); and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoCoalCo.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except From and after the Distribution Date, except as otherwise specifically set forth provided in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by LawSection 3(b), Parent shall, and shall cause the other members each member of the Parent Group to, shall jointly and severally indemnify, defend and hold harmless SpinCo, SpinCo and each member of the SpinCo Group and each of their respective past, present Representatives and future directors, officers, employees or agents, in each case in their respective capacities as such, Affiliates (and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), them) from and against (i) all Spin-Off Tax Liabilities incurred by any and all Liabilities member of the SpinCo Indemnitees relating toParent Group, arising out of or resulting from(ii) without duplication, directly or indirectlyall Income Tax Liabilities, and Other Tax Liabilities that any member of the following items Parent Group is responsible for pursuant to Section 2, and (without duplication): (aiii) all Income Taxes and Other Taxes, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after SpinCo Group by reason of the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of Parent’s representations or covenants hereunder or made in connection with the Ancillary Agreements; (d) except to the extent it relates to a SpinCo LiabilityTax Opinion and, in each case, any guaranteerelated costs and expenses (including, indemnification or contribution obligationwithout limitation, surety bond or other credit support agreementreasonable attorneys’ fees and expenses); provided, arrangementhowever, commitment or understanding for the benefit of that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Tax Opinion). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that survives following SpinCo or any member of the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact SpinCo Group would have been required to be stated therein pay and bear (or necessary to make the statements therein not misleadingincreases, with respect to statements made explicitly in Parent’s name in the Form 10cash, the Information Statement amount of Tax refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (as amended or supplemented if adjustment giving rise to such indemnification obligation). SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCopay Parent for such Tax Benefit no later than five days after such Tax Benefit is Actually Realized.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoXxxxx Xxxxxxx, each member of the SpinCo Xxxxx Xxxxxxx Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as suchofficers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”"XXXXX XXXXXXX INDEMNITEES"), from and against any and all Liabilities of the SpinCo Xxxxx Xxxxxxx Indemnitees relating to, arising out of or resulting from, directly or indirectly, from any of the following items regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation (without duplication): (a) any Parent Liability; (b) any the failure of Parent, Parent or any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their termsother than the Xxxxx Xxxxxxx Liabilities, whether prior to, on to or after the Effective TimeDistribution Date or the date hereof; (b) any Parent Liability other than the Xxxxx Xxxxxxx Liabilities; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except any Specified Liability up to, but not exceeding, an aggregate amount (when aggregated with all other such Specified Liabilities, including those previously paid pursuant to this Section 4.3(d)) equal to $17,500,000 (the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution"COVERED SPECIFIED LIABILITIES"); and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect in each case to statements made explicitly in Parent’s name in the Form 10extent relating to the Parent Group (excluding for this purpose the Xxxxx Xxxxxxx Business and USBPJC and USBI to the extent related to the Xxxxx Xxxxxxx Business), the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, Registration Statement or the Information Statement or any other Disclosure Document Statement. Notwithstanding anything to the contrary set forth herein, Parent may, in its sole discretion, elect to terminate the indemnity obligation of Parent under clause (d) above in full in the event of a Change in Control. Any election by Parent to terminate such indemnity obligation shall be deemed to be information supplied effective immediately upon the occurrence of the applicable Change in Control, regardless of whether such notice is given on, prior to or after such Change in Control, and all pending claims for indemnification under clause (d) above shall terminate in full as of the occurrence of such Change in Control; PROVIDED, HOWEVER, that any pending obligation of Parent to indemnify Xxxxx Xxxxxxx in accordance with such clause (d) for a Covered Specified Liability that has been finally determined prior to the occurrence of such Change in Control, including (without limitation) by SpinCosettlement, compromise or entry of a judgment or order and including related legal fees incurred through the date of such occurrence, shall not be terminated pursuant to this paragraph. In the event that a Change of Control is reasonably likely to occur or has occurred, Xxxxx Xxxxxxx shall promptly give Parent written notice of such Change in Control, specifying in reasonable detail the nature, parties and material terms of such Change in Control.

Indemnification by Parent. Except as otherwise specifically set forth in any provision of this Agreement or in of any Ancillary Agreement, to following the fullest extent permitted by LawEffective Time, Parent shall, and shall cause the other members of the Parent Group to, to indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), Spinco’s Indemnitees from and against any and all Liabilities of the SpinCo Indemnitees relating to, Indemnifiable Losses arising out of, by reason of or resulting fromotherwise in connection with (i) the Retained Business Liabilities or the Parent Percentage of any Unallocated Liabilities, directly or indirectly, any of the following items (without duplication): (aii) any Parent Liability; (b) misstatement or alleged misstatement of a material fact contained in any failure of Parent, any other member of document filed with the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group Commission by any member of the SpinCo Spinco Group that survives following pursuant to the Distribution; and (e) Securities Act or the Exchange Act, or any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that those Liabilities are caused by any such misstatement or omission or alleged misstatement or omission based upon information that is either furnished to any member of the Spinco Group by any member of the Parent Group or incorporated by reference by any member of the Spinco Group from any filings made by any member of the Parent Group with the Commission pursuant to the Securities Act or the Exchange Act, and then only if that statement or omission was made or occurred after the Effective Time, or (iii) any breach by Parent or any member of the Parent Group of any provision of this Agreement or any Ancillary Agreement, unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder. The fact another member of the Parent Group has Assumed a Liability covered by this indemnification shall not limit or preclude Parent’s obligation with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoLiability under this Agreement.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend will indemnify and hold harmless SpinCoStockholder, its officers, directors, agents, trustees, general partners and each member person who controls Stockholder (within the meaning of Section 15 of the SpinCo Group and each of their respective past, present and future directors, officers, employees Securities Act or agents, in each case in their respective capacities as such, and each Section 20 of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”Exchange Act), from against all losses, claims, damages, liabilities and against expenses (including reasonable attorneys' fees, disbursements and expenses) incurred by such party pursuant to any and all Liabilities of the SpinCo Indemnitees relating toactual or threatened action, suit, proceeding or investigation arising out of or resulting from, directly or indirectly, any of the following items based upon (without duplication): (ai) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach violation by Parent (or any other member of the Parent Group of this Agreement its officers, directors or any of the Ancillary Agreements; (dcontrolling persons) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the federal or state law, rule or regulation applicable to Parent Group and relating to any action required or inaction by Parent (or such other person) in connection with or relating to any member of the SpinCo Group that survives following the Distribution; and Xxxxxxxxxxxx Xxxxxxxxx, (exx) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, or (iii) 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 or a preliminary Prospectus, in light of the circumstances then existing) not misleading, except in each case 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 information with respect to statements made explicitly such indemnified party furnished in Parent’s name writing to Parent by such indemnified party or its counsel expressly for use therein. In connection with an underwritten offering, Parent will indemnify the underwriters thereof, their officers, directors, agents, trustees, general partners, and each person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of Stockholder. Notwithstanding the foregoing provisions of this Section 10(a), Parent will not be liable to Stockholder (or any officer, director, agent, trustee or controlling person thereof), any person who participates as an underwriter in the Form 10, the Information Statement (as amended offering or supplemented if SpinCo shall have furnished any amendments or supplements thereto) sale of Registrable Securities or any other Disclosure Document; it being agreed person, if any, who controls Stockholder or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under the indemnity agreement in this Section 10(a) for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of Stockholder's or such other person's failure to send or deliver a copy of the statements set forth on Schedule 4.3(e) shall be final Prospectus to the only statements made explicitly person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such person if such statement or omission was corrected in Parent’s name such final Prospectus and Parent had previously furnished copies thereof to Stockholder or such other person in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoaccordance with this Agreement.

Indemnification by Parent. Except as otherwise specifically Subject to the limitations set forth herein, from and after the Effective Time, Parent will defend and indemnify each of the stockholders of the Company immediately prior to the Effective Time and its Affiliates, directors, officers, stockholders, successors and assigns (collectively, the "Company Indemnitees") against and hold each of them harmless from any and all Losses which any such Company Indemnitees may suffer or incur by reason of (i) the inaccuracy or breach of any of the representations, warranties, covenants, obligations or agreements of Parent contained in this Agreement or any document, certificate or agreement delivered pursuant hereto, (ii) the participation, at the request of Parent, of the Company Indemnitees in any Ancillary AgreementFinancing Activities or any filing on behalf of Parent in connection therewith, except, with respect to this subsection (ii), to the fullest extent permitted that any Losses arise out of or are based upon the reliance on the SEC Documents, the Company Financials or other information furnished by Lawthe Company, any of its Subsidiaries or any Company Indemnitee expressly for use by Parent shallin connection with such Financing Activities or filings or the breach by the Company of its obligations under the last sentence of Section 6.4(b) in connection therewith, and shall cause (iii) the other members termination, at the request of Parent under Section 6.9(c), of each Employee Plan that contains a cash or deferred arrangement subject to Section 401(k) of the Code (the "Company Indemnifiable Damages"). Parent Group to, indemnify, defend and hold harmless SpinCo, each member shall be obligated to indemnify the Company Indemnitees for Company Indemnifiable Damages pursuant to this Section 8.3 only if a claim for indemnification is made by the Holders' Representatives on behalf of the SpinCo Group Company Indemnitees prior to the Expiration Date in the manner set forth in Section 8.6 below. The Company Indemnitees shall not be entitled to assert any claim for indemnification pursuant to this Section 8.3 (other than with respect to Sections 5.5, 5.8 and each of their respective past, present 5.17) unless and future directors, officers, employees or agents, in each case in their respective capacities as such, and each until the amount of the heirs, executors, successors and assigns Indemnifiable Damages sustained by such Company Indemnitee with respect to any individual matter exceeds $20,000. Neither the Parent nor the Surviving Corporation shall be obligated to indemnify any Company Indemnitee with respect to any Indemnifiable Damages (other than Indemnifiable Damages arising out of or related to the inaccuracy or breach of any of the foregoing (collectivelyrepresentations or warranties in Sections 5.5, 5.18 and 5.17) as to which any such Company Indemnitee is otherwise entitled to assert a claim for indemnification unless and until the aggregate amount of the Indemnifiable Damages attributable to the Company Indemnitees equals the Basket Amount; provided, however, that thereafter the Indemnifying Party shall indemnify the Company Indemnitees for any amounts in excess of, and not including, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, Basket Amount. Other than Indemnifiable Damages arising out of or resulting from, directly related to the inaccuracy or indirectly, breach of any of the following items representations or warranties in Sections 5.5, 5.18 and 5.17, the aggregate liability of Parent for Company Indemnifiable Merger Agmt - 60 - Damages under this Section 8.3 shall be limited to Ten Million Dollars (without duplication): (a) $10,000,000). No Indemnifiable Damages shall in any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person event be deemed to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except have occurred to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for that the benefit per share value of any member of Parent Stock did not decline below the Parent Group by any member Stock Price as a result of such inaccuracy or breach, except and only to the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed extent that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly Indemnifiable Damages are Losses incurred in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoconnection with third-party claims against a Company Indemnitee.

Indemnification by Parent. Except as otherwise specifically set forth provided in this Agreement or in any Ancillary AgreementArticle III, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, shall indemnify, defend defend, and hold harmless SpinCoEnova, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as suchEnova Group, and each of the heirs, executors, successors and assigns of any of the foregoing their Related Parties (collectively, the “SpinCo Enova Indemnitees”), from and against any and all Liabilities Losses of the SpinCo Enova Indemnitees relating to, arising out of of, or resulting from, directly or indirectly, from any of the following items (without duplication): (a) any the Parent Liability; (b) any Liabilities, including the failure of Parent, Parent or any other member of the Parent Group or any other Person to pay, perform perform, or otherwise promptly discharge any Parent Liabilities Liabilities, in accordance with their respective terms, whether prior to, on to or after the Effective TimeDate; (b) the Parent Business; (c) any breach by Parent or any member of the Parent Group of this Agreement or any of the Transaction Agreements; (d) the failure by Parent or any other member of the Parent Group to perform, or the breach by Parent or any other member of the Parent Group of this Agreement any term of, any Contract made by Parent or any other member of the Ancillary Agreements; (d) except to Parent Group for which Enova has guaranteed the extent it relates to a SpinCo Liabilityperformance of Parent or any other member of the Parent Group, including Enova’s guarantee of Parent’s obligations under Parent’s senior note and credit facilities and any guarantee, indemnification other guarantees of obligations of Parent and any other member of the Parent Group made by Enova or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding any member of the Enova Group for the benefit of Parent and the Parent Group prior to the Effective Date, unless the failure or breach by Parent or any member of the Parent Group under the applicable Contract that leads to the enforcement or attempted enforcement of Enova or an Enova Group member’s guarantee obligations thereunder results solely from any act or failure to act by Enova or any member of the SpinCo Group that survives following the DistributionEnova Group; and (e) with respect to all information contained in the Parent Disclosure Portions, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state 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, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Subject to the fullest extent permitted by LawSection 5.4, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoEnova, each member of the SpinCo Enova Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as suchofficers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Enova Indemnitees”), from and against any and all Liabilities of the SpinCo Enova Indemnitees relating to, arising out of or resulting from, directly or indirectly, from any of the following items (without duplication): (a) any the Parent Liability; (b) any Liabilities, including the failure of Parent, Parent or any other member of the Parent Group or any other Person to pay, perform perform, or otherwise promptly discharge any Parent Liabilities Liabilities, in accordance with their respective terms, whether prior to, on to or after the Effective TimeDistribution Date; (b) the Parent Business; (c) any Corporate Action or Action relating primarily to the Parent Business from which Parent is unable to cause an Enova Group member to be removed pursuant to Section 5.6(d); (d) any failure by Parent or a member of the Parent Group to use commercially reasonable efforts to obtain the waivers of subrogation contemplated by Section 5.4(c); (e) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (df) except the failure by Parent or any other member of the Parent Group to perform, or the extent it relates to a SpinCo Liabilitybreach by Parent or any other member of the Parent Group of any term of, any guaranteeContract made by Parent or any other member of the Parent Group for which Enova has guaranteed the performance of Parent or any other member of the Parent Group, indemnification including Enova’s guarantee of Parent’s obligations under Parent’s 5.75% senior notes due May 15, 2018, and credit facilities and any other guarantees of obligations of Parent and any other member of the Parent Group made by Enova or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding any member of the Enova Group for the benefit of Parent and the Parent Group prior to the Distribution Date, unless the failure or breach by Parent or any member of the Parent Group under the applicable Contract that leads to the enforcement or attempted enforcement of Enova or an Enova Group member’s guarantee obligations thereunder results solely from any act or failure to act by Enova or any member of the SpinCo Group that survives following the DistributionEnova Group; and (eg) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly all information contained in Parent’s name in any of the Form 1010 (including in any amendments or supplements thereto), the Information Statement (as amended or supplemented if SpinCo Enova shall have furnished any amendments or supplements thereto) ), any registration statement relating to the Retained Stock or the Senior Notes or any offering memorandum or other Disclosure Document; it being agreed that marketing materials, including the statements set forth on Schedule 4.3(e) shall be offering memorandum dated May 23, 2014 of Enova relating to the Senior Notes, in each case only statements made explicitly to the extent provided in Parent’s name in writing by Parent and solely concerning the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoParent Group.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) the Parent Business, any Parent LiabilityLiability or any Parent Contract; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities or Parent Contracts in accordance with their respective terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and; (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, Document and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoParent expressly for use therein; and (f) any Parent Indemnified Liability.

Indemnification by Parent. Except (a) Parent and its successors and assigns shall indemnify, defend and hold harmless the Transaction Shareholders collectively as otherwise specifically a group (and not individually), including their respective heirs, successors and permitted assigns in their capacity as such (the “TPB Indemnified Parties”), from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, the TPB Indemnified Parties collectively as a group, whether in respect of third-party claims, claims between or among the parties hereto or otherwise, directly or indirectly relating to, or arising out of: (i) any breach or failure to be true of any representation or warranty of Parent or FUSB contained in this Agreement or any agreement, document, schedule, certificate or other instrument required to be delivered by Parent or FUSB under or pursuant to this Agreement, as of the execution of this Agreement or as of the Closing Date (as if made as of the execution of this Agreement by Parent and FUSB as of the Closing Date); provided, however, that any qualifications in the text of any such representation or warranty relating to Knowledge, materiality or Material Adverse Effect shall be disregarded for purposes of determining whether such representation or warranty was breached; (ii) any nonfulfillment, nonperformance or other breach by Parent or FUSB or any of their Affiliates of any covenant, undertaking or other agreement applicable to them that is contained in this Agreement or any agreement, document, schedule, certificate or other instrument required to be delivered by Parent or FUSB under or pursuant to this Agreement or in connection with the Transaction; (iii) any inaccuracy in any certificate delivered to the Transaction Shareholders by Parent or FUSB pursuant to this Agreement; or (iv) any reasonable costs and expenses of enforcement to recover Losses due to any TPB Indemnified Party under this Agreement. (b) Parent shall not be liable to the TPB Indemnified Parties for any Losses with respect to the matters contained in Section 10.03(a)(i) unless the Losses therefrom exceed an aggregate amount equal to $100,000 (the “Parent Basket”), after which Parent shall be liable for all such Losses; provided, however, that the aggregate amount of any and all payments by Parent and its successors and assigns pursuant to Section 10.03(a)(i) shall not exceed, and shall be capped at, an amount equal to the Indemnity Escrow Account (the “Parent Cap”); provided further, that neither the Parent Basket nor the Parent Cap shall apply with respect to fraud, intentional misrepresentation, criminal activity or gross negligence or to breaches of the Fundamental Representations of Parent and FUSB. (c) Notwithstanding anything to the contrary set forth in this Agreement, any Person committing fraud or any willful or intentional breach of any representation, warranty or covenant set forth in this Agreement or in any Ancillary Agreementagreement, document, schedule, certificate or other instrument required to be delivered by Parent or FUSB under or pursuant to this Agreement or in connection with the fullest extent permitted Transaction, and any Person controlled by LawParent or FUSB that is complicit in such fraud, Parent shallshall be liable for, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold the TPB Indemnified Parties harmless SpinCofor, each member of any Losses suffered or incurred by the SpinCo Group and each of their respective pastTPB Indemnified Parties, present and future directorsdirectly or indirectly, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating toa result of, arising out of or resulting fromin connection with such fraud or willful or intentional breach, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except giving effect to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly limitations in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCothis Section 10.03.

Indemnification by Parent. Except (a) Subject to the provisions of this Article X and except with respect to indemnification for Taxes, effective as otherwise specifically of and after the Closing Date, Parent shall indemnify, defend and hold harmless, to the fullest extent permitted by law, Purchaser and its Affiliates (including members of the Education Group, provided that with respect to any non-wholly owned member of the Education Group, Losses for purposes of this Article X shall be the Proportionate Equity Share of the Losses incurred or suffered by such non-wholly owned member of the Education Group) and their respective managers, officers, directors, employees, advisors (including legal, financial and accounting advisors), representatives, agents and their respective successors and assigns (collectively, the “Purchaser Indemnified Parties”), from, against and in respect of any and all Losses incurred or suffered by any of the Purchaser Indemnified Parties to the extent based upon, arising by reason of or resulting from (i) any inaccuracy in or breach of any representation or warranty of Parent contained in Article III of this Agreement (except for Section 3.13 (Taxes)) without regard to any materiality, material adverse effect, Material Adverse Effect, or similar materiality qualifications set forth in such representations and warranties (other than representations and warranties to the effect that a list of items is set forth in the Seller Disclosure Schedules or that specified items have been made available) or any defined term contained therein, but, for avoidance of doubt, knowledge qualifications and dollar thresholds shall not be disregarded; (ii) the matters set forth in Section 3.21 of the Seller Disclosure Schedule; (iii) any breach of any covenant or agreement by the Education Group (that is to be performed or complied with prior to the Closing), or Parent or Sellers that is contained in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing Agreement delivered with respect hereto; (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (aiv) any Parent Liability; (b) claim or right asserted or held by any failure of Parent, person who is or at any other member of the Parent Group time was an officer or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit director of any member of the Parent Group by Education Group, involving a right or entitlement to indemnification, advancement of expenses or any member of other relief or remedy under the SpinCo Group that survives following the Distribution; and directors and officers indemnification arrangements (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleadingas set forth in Section 5.13), with respect to statements made explicitly any act or omission on the part of such person in Parentsuch person’s name capacity as an officer or director of member of the Education Group that occurred or existed at or prior to the Closing; (v) the Retained Employee Liabilities; (vi) the restricted stock unit award granted to Xxxxx X. Xxxxxxxxxx on July 2, 2012 (the “CEO RSU Award”); and (vii) any Liability of Parent or Sellers not related to the Business, whether such Liability arises before or after Closing, is known or unknown, contingent or accrued. (b) Notwithstanding any other provision to the contrary, Parent shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses pursuant to Section 10.2(a)(i), (i) to the extent such Losses were included in the Form 10calculation of Adjustment Amount on the Final Post-Closing Adjustment Statement; (ii) unless such claim or series of related claims individually involves Losses in excess of $500,000 (the “De Minimis Amount”), it being understood that if such Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Losses under this Section 10.2; (iii) until the aggregate amount of the Purchaser Indemnified Parties’ Losses under Section 10.2(a)(i) exceeds $37,500,000 (the “Deductible”), it being understood that if such Losses exceed the Deductible, Sellers shall be obligated for only the Purchaser Indemnified Parties’ Losses under Section 10.2(a)(i) in excess of the Deductible; and (iv) for any Losses under Section 10.2(a)(i) to the extent the aggregate amount of such Losses exceed $250,000,000 (the “Cap”); provided that in respect of any claim involving (A) Losses resulting from fraud or arising out of a breach of the representations and warranties made in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Members of the Education Group), Section 3.3 (Authority Relative to this Agreement), Section 3.18 (Brokers) or Section 3.21 (Anti-Corruption Laws; Certain Regulatory Matters), or (B) any Taxes payable to the Purchaser Tax Indemnified Parties pursuant to Section 7.2, the Information Statement Deductible and the De Minimis Amount shall not apply and the Cap shall be equal to the Purchase Price (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed understood that the statements set forth on Schedule 4.3(eall Losses under Section 10.2(a)(i) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, aggregated for purposes of this clause (iv) regardless of which Cap applies and all other information contained in Losses under Section 10.2(a)(i) and Taxes payable to the Form 10, the Information Statement or any other Disclosure Document Purchaser Tax Indemnified Parties pursuant to Section 7.2 shall be deemed to be information supplied by SpinCoaggregated for purposes of this clause (iv)).

Indemnification by Parent. Except as otherwise specifically set forth provided in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by LawSection 8.06, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCothe Company, each member of the SpinCo Lithium Group and each of their Affiliates and the Company’s, each member of the Lithium Group’s and their respective past, present and future Affiliates’ respective directors, officers, employees or and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Company Indemnitees”), from and against any and all Liabilities Losses of the SpinCo Company Indemnitees relating to, arising out of or resulting from, directly or indirectly, from any of the following items (without duplicationduplication and including any Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien): (a) any all Parent Liability; (b) any Liabilities, including the failure of Parent, Parent or any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities Liability in accordance with their its terms, whether prior to, on or after ; (b) the Effective TimeParent Business; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit breach by Parent of any member of the representations and warranties made by Parent on behalf of itself and the members of the Parent Group by in this Agreement or any member of the SpinCo Group that survives following the DistributionAncillary Agreement; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly all information contained in Parent’s name in any Disclosure Document with respect to the Form 10IPO, the Information Statement (as amended Distribution or supplemented if SpinCo shall have otherwise, in each case solely to the extent furnished any amendments or supplements thereto) or any other by Parent solely in respect of Parent and expressly for use in such Disclosure Document; it being agreed that the statements Document and which information is set forth on Schedule 4.3(e) shall be 8.03(e). Notwithstanding anything to the only statements made explicitly contrary herein, in Parent’s name no event will any Company Indemnitee have the right to seek indemnification from the Parent or any member of the Parent Group with respect to any claim or demand against any Person in the Form 10, Lithium Group for the Information Statement or any other Disclosure Document, and all other information contained in satisfaction of the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoLithium Liabilities.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to To the fullest extent permitted by Lawlaw, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCoeach Selling Holder, any underwriter (as defined in the Securities Act) for such Selling Holder and each member Person, if any, who controls such Selling Holder or such underwriter within the meaning of the SpinCo Group and each of their respective past, present and future directors, officers, employees Securities Act or agents, in each case in their respective capacities as suchthe Exchange Act, and each officer, director, agent (including the Securityholder Representative), employee and partner of the heirsforegoing against any losses, executorsclaims, successors damages, liabilities (joint or several), costs and assigns expenses (or actions in respect of any of the foregoing (collectivelyforegoing, the “SpinCo Indemnitees”whether commenced or threatened, and whether or not such indemnified party is a party thereto), from and against any and all Liabilities of the SpinCo Indemnitees relating toincluding amounts paid in settlement, arising out of or resulting from, directly or indirectly, based upon any of the following items statements or omissions (without duplication): collectively a “Violation”): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ei) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any other document incorporated by reference therein or prepared by Parent incident to such registration or (ii) the omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading; and Parent will pay to each such indemnified party any expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, including, subject to Section 4.3, expenses of counsel; provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Parent (which consent shall not be unreasonably withheld), nor shall Parent be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon (x) a Violation which occurs in reliance upon and in conformity with information with respect to statements made explicitly such Selling Holder, underwriter or controlling person furnished in Parent’s name writing expressly for use in the Form 10connection with such registration by such Selling Holder, the Information Statement underwriter or controlling person or (as amended or supplemented if SpinCo shall have furnished any amendments or supplements theretoy) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly a sale of Registrable Securities by such Selling Holder in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoviolation of Section 3.2(b).

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Upon the registration of the Registrable Securities pursuant to the fullest extent permitted by LawSection 2, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as suchElecting Holder, and each of such Electing Holder's officers and directors and each person who controls such Electing Holder within the heirs, executors, successors and assigns meaning of any Section 15 of the foregoing Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an "Indemnified Person") against any losses, claims, damages or liabilities (collectively, the “SpinCo Indemnitees”"Losses"), from and against any and all Liabilities of joint or several, to which such Indemnified Person may become subject under the SpinCo Indemnitees relating toSecurities Act or otherwise, arising insofar as such Losses (or actions in respect thereof) arise out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any are based upon an untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement under which such Registrable Securities are to be registered under the Securities Act, or any Prospectus contained therein or furnished by Parent to any Indemnified Person, or any amendment or supplement thereto, or arise out of or are based upon the 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 the Prospectus, in light of the circumstances under which they were made) not misleading, and Parent hereby agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with respect investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that Parent shall not be liable to statements any such Indemnified Person 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 made explicitly in Parent’s name such Shelf Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Parent by any Holder, expressly for use therein (the Form 10"Seller Information"); PROVIDED, FURTHER, that Parent shall not be liable to any Indemnified Person on account of any such Losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (A) (i) the Information Statement applicable Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the person asserting the claim from which such Losses arise and (ii) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (B) (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of Parent with copies of the Prospectus as so amended or supplemented if SpinCo shall have furnished any amendments supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplements thereto) supplemented, with or any other Disclosure Document; it being agreed that prior to the statements set forth on Schedule 4.3(e) shall be delivery of written confirmation of the only statements made explicitly in Parent’s name in sale of a Registrable Security to the Form 10, person asserting the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoclaim from which such Losses arise.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law(a) From and after Closing, Parent shallshall be liable for, and shall cause the other members indemnify each of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group Company Investors and each of their respective pastaffiliates, present successors, Company Investor Equity Holders and future directors, officers, employees or agents, in each case in their respective capacities as such, permitted assigns and each of the heirstheir respective Representatives (collectively “Company Investor Indemnitees”) against and hold each Company Investor Indemnitee harmless from, executorsany Losses suffered or incurred by such Company Investor Indemnitee arising out of, successors and assigns involving or otherwise in respect of: (i) any breach of any representation or warranty of Parent, Parent Operating Partnership or Merger Sub contained in Article V herein or any certificate delivered pursuant to Section 8.2 or supplemental disclosures delivered pursuant hereto (it being agreed and acknowledged by the Parties that for purposes of the foregoing right to indemnification pursuant to this clause (collectivelyi) such representations and warranties of Parent, the “SpinCo Indemnitees”Parent Operating Partnership or Merger Sub contained herein shall be deemed not qualified by any references therein to materiality or to whether or not any such breach results or may result in a Parent Material Adverse Effect), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):; and (aii) any breach of any covenant or other agreement of Parent, Parent Liability;Operating Partnership or Merger Sub contained herein. (b) Parent shall not have any failure liability under: (i) Section 10.2(a) and the Company Investor Indemnitees shall not be entitled to indemnification under Section 10.2(a), unless and until the aggregate of all Losses for which Parent would, but for this clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to the Basket, in which event Parent shall be liable for all such Losses in excess of the Basket; (ii) Section 10.2(a), and no Company Investor Indemnitee shall assert any claim under Section 10.2(a), in respect of any Loss or series of related Losses, unless such Loss or series of Losses exceeds the Per Claim Threshold and any such Losses that do not exceed the Per Claim Threshold shall not be aggregated for purposes of clause (b)(i) above; or (iii) Section 10.2(a), and no Company Investor Indemnitee shall be entitled to Indemnification under Section 10.2(a), in excess of the Cap (aggregating all indemnity payments by Parent under Section 10.2(a)); provided, however, that the limitations set forth in this clause (b) shall not apply to (i) Parent’s obligation(s) to pay and/or issue Merger Consideration and Fractional Share Consideration pursuant to Article II, (ii) any other member claims under, or payment obligations pursuant to, Section 7.4 and (iii) the obligations of the Parent Group or any other Person Operating Partnership pursuant to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoSection 11.15.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement (including Section 5.11 herein) or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Separation Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary AgreementsAgreements (other than the IP Matters Agreement, Transition Services Agreement and Arrangement Agreement, of which indemnification obligations of the Parties are specified thereunder); (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the DistributionSeparation; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name all information (i) contained in the Form 10, the Information IPO Registration Statement or any Prospectus or any Canadian Prospectus (as amended or supplemented if SpinCo shall have furnished including in any amendments or supplements thereto) provided by Parent specifically for inclusion therein to the extent such information pertains to (x) any member of the Parent Group or (y) the Parent Business or (ii) provided by Parent to SpinCo specifically for inclusion in SpinCo’s annual or quarterly or current reports following the date of the IPO to the extent (A) such information pertains to (x) a member of the Parent Group or (y) the Parent Business or (B) SpinCo has provided written notice to Parent that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; provided, that this subclause (B) shall not apply to the extent that any other Disclosure Documentsuch Liability arises out of or results from, or in connection with, any action or inaction of any member of the SpinCo Group, including as a result of any misstatement or omission of any information by any member of the SpinCo Group to Parent; it being agreed provided, further, that the statements this clause (e) shall not apply to any indemnifiable matters set forth on Schedule 4.3(e) in Section 5.2 of the Arrangement Agreement, which shall be governed by the only statements made explicitly in Parent’s name in terms of the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoArrangement Agreement.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementParent agrees to indemnify and hold harmless, to the fullest full extent permitted by Lawlaw, Parent shalleach holder of Registrable Securities, its Affiliates and shall cause their respective officers, directors and employees and each Person who controls (within the other members meaning of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of Securities Act or the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing Exchange Act) such Persons (collectively, the “SpinCo Indemnitees”"Indemnified Parties"), from and against any and all Liabilities losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) and expenses, joint or several (including reasonable costs of the SpinCo Indemnitees relating toinvestigation and reasonable attorneys' fees) (each, a "Loss" and collectively "Losses"), arising out of or resulting from, directly or indirectly, any of the following items based upon (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ei) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), 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 (in the case of any final, preliminary, or summary Prospectus contained therein, in light of the circumstances under which they were made) not misleading; provided, with respect however, that Parent shall not be liable to statements any Indemnified Party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made explicitly in Parent’s name in the Form 10Shelf Registration Statement in reliance upon and in conformity with written information furnished to Parent by such holder of Registrable Securities expressly for use in the preparation thereof; and provided, further, that Parent will not be liable to any Indemnified Party in any case to the Information Statement (extent that any such Loss arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any final, preliminary or summary Prospectus if such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to such Prospectus which has been made available to such holder and the relevant holder of Registrable Securities fails to deliver such Prospectus as so amended or supplemented supplemented, if SpinCo shall have furnished such delivery is required under applicable law or the applicable rules of any amendments securities exchange, prior to or supplements thereto) concurrently with the sales of the Registrable Securities to the Person asserting such loss, claim, damage, liability or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) expense. This indemnity shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or addition to any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.liability Parent may otherwise

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless GRP&E/BCS SpinCo, each member of the SpinCo GRP&E/BCS Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo GRP&E/BCS Indemnitees”), from and against any and all Liabilities of the SpinCo GRP&E/BCS Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo GRP&E/BCS Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo GRP&E/BCS Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if GRP&E/BCS SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by GRP&E/BCS SpinCo.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementFrom and after the Effective Time, subject to the fullest extent permitted by Lawother provisions of this Article VIII, Parent shallagrees to defend, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCo, each member the holders of shares of capital stock of the SpinCo Group Company and each of their respective pastofficers, present and future directors, officersemployees, employees or stockholders, advisers, agents, in each case in their respective capacities as suchAffiliates, and each of the successors, heirs, executorspermitted assigns and representatives (each, successors and assigns of any of the foregoing (a “Stockholder Indemnified Party” and, collectively, the “SpinCo IndemniteesStockholder Indemnified Parties”), from and against and will pay or reimburse the Stockholder Indemnified Parties for any and all Liabilities of the SpinCo Indemnitees relating Losses, incident to, arising out of from or resulting fromin connection with, whether directly or indirectly, any of the following items (without duplication):: (a) the failure of any representation or warranty made by Parent, BV Sub or Merger Sub (i) in this Agreement (without giving effect to any supplement to the Parent Liability;Disclosure Letter after the date hereof), (ii) the Parent Disclosure Letter (without giving effect to any supplement to the Parent Disclosure Letter after the date hereof), (iii) any supplement to the Parent Disclosure Letter, the Schedules or any other certificate, document, writing or (iv) instrument delivered by or on behalf of Parent, BV Sub or Merger Sub pursuant to this Agreement, to be true and correct in all respects as of the date of this Agreement and the Closing Date; or (b) any breach or failure of Parent, BV Sub or Merger Sub to perform any other member covenant, agreement or obligation of Parent, BV Sub or Merger Sub contained in this Agreement, the Parent Group Disclosure Letter, the Schedules or any other Person certificate, document, writing or instrument delivered by or on behalf of Parent, BV Sub or Merger Sub pursuant to paythis Agreement (excluding claims made pursuant to the Non-Competition Agreements or the Sale Bonus Holdback Agreements; or provided, perform or otherwise promptly discharge any Parent Liabilities in accordance with their termshowever, whether prior tothat (A) for the purposes of this Section 9.4 and Section 9.5, on or after the Effective Time; (c) any breach by Parent or any other member representations and warranties of the Parent Group of this Agreement or any of the Ancillary Agreements; Parent, BV Sub and Merger Sub made herein (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of including the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleadingDisclosure Letter), with respect to statements made explicitly in Parent’s name and in the Form 10certificates delivered by Parent, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements theretoBV Sub and Merger Sub pursuant to Section 2.3(c) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) hereof shall be the only statements deemed to have been made explicitly in Parent’s name in the Form 10, the Information Statement without any qualifications as to Knowledge or any other Disclosure Documentmateriality, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document references to “Knowledge,” “materiality,” “Parent Material Adverse Effect,” “all material respects” and similar qualifications shall be deemed to be information supplied by SpinCodeleted and shall be disregarded and (B) “Losses” shall not include punitive, exemplary, consequential or incidental damages, except that the parties hereto agree that Losses relating to Third Party Claims actually assessed against the Stockholder Indemnified Parties arising out of punitive, exemplary, consequential or incidental damages shall be regarded as included in the calculation of “Losses,” and, therefore, are subject to the indemnification obligations of Parent under this Article IX.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Parent agrees to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCoeach Holder, each member of the SpinCo Group and each of their respective past, present and future directorsits partners, officers, employees or directors, employees, advisors, representatives and agents, in each case in their respective capacities as such, and each Person, if any, who controls such Holder within the meaning of the heirsSecurities Act or the Exchange Act, executorsagainst any losses, successors liabilities, claims, damages and assigns expenses (including, without limitation, reasonable attorneys’ fees and expenses and reasonable costs of any of the foregoing (collectively, the “SpinCo Indemnitees”investigation), from to which the Holders or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, liabilities, claims, damages and against any and all Liabilities of the SpinCo Indemnitees relating toexpenses (or actions or proceedings, arising whether commenced or threatened, in respect thereof) arise out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) are based upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which such Registrable Securities were registered and sold under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or 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 therein, in light of the circumstances under which they were made, not misleadingmisleading or any violation of the Securities Act or state securities laws or rules thereunder by Parent relating to any action or inaction by Parent in connection with such registration; provided, however, that Parent shall not be liable in any such case to the extent that any such loss, liability, claim, damage (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with respect written information about a Holder which is furnished to statements made explicitly Parent by such Holder specifically for use in Parent’s name in such registration statement; and provided, further, that Parent shall not be liable to the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) Holder or any other Disclosure Document; it being agreed Person who controls such Holder within the meaning of the Securities Act or the Exchange Act in any such case to the extent that any such loss, liability, claim, damage (or action or proceeding in respect thereof) or expense arises out of such Person’s failure to send or give a copy of the statements set forth on Schedule 4.3(e) shall be final prospectus or supplement to the only statements made explicitly Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the time of sale of Registrable Securities to such Person if such statement or omission was corrected in Parent’s name in the Form 10, the Information Statement such final prospectus or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCosupplement.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement Notwithstanding the Closing or the delivery of the ROI Assets and regardless of any investigation at any time made by or on behalf of Company or of any knowledge or information that the Company may have, Parent shall indemnify and fully defend, save and hold Company and its respective Affiliates, directors, officers and employees (the "Company Indemnitees"), harmless if any Company Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees incurred by the Company Indemnitees in any Ancillary Agreementaction or proceeding between Parent and the Company Indemnitees or between the Company Indemnitees and any third party or otherwise), to the fullest extent permitted by Lawdeficiency, Parent shallinterest, and shall cause the other members of the Parent Group topenalty, indemnifyimpositions, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees assessments or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing fines (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, "Company Losses") arising out of or resulting from, directly or indirectlyshall pay or become obliged to pay any sum on account of, any and all the Parent Events of Breach. As used herein, "Parent Event of Breach" shall be and mean any one or more of the following items (without duplication):following: (a) any failure of Parent Liabilityduly to perform or observe any term provision, covenant, agreement contained herein on the part of Parent be performed or observed; (b) any failure claim or cause of Parentaction by any party against any Company Indemnitee, any other member of with respect to the Parent Group Excluded Liabilities or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective TimeExcluded Assets; (c) any breach claims brought by Parent Health+Cast or any other member third party in connection with any failure of Parent to assign to Company, or to obtain consent from Health+Cast as to the assignment to Company of, as of the date hereof, (i) the Non-Exclusive Reseller Agreement by and between Parent Group of this and Health+Cast, dated September 29, 1998 or (ii) the Non-Exclusive License Agreement or any of the Ancillary Agreements;by and between Parent and Health+Cast, dated March 31, 1999; or (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member withdrawal liability (imposed under Section 4201 of the Parent Group by any member Employee Retirement Income Security Act of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading1974, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto("ERISA")) or any other Disclosure Document; it being agreed that in connection with the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied transactions contemplated by SpinCothis Agreement.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoXxxxx Xxxxxxx, each member of the SpinCo Xxxxx Xxxxxxx Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as suchofficers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo "Xxxxx Xxxxxxx Indemnitees”"), from and against any and all Liabilities of the SpinCo Xxxxx Xxxxxxx Indemnitees relating to, arising out of or resulting from, directly or indirectly, from any of the following items regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation (without duplication): (a) any Parent Liability; (b) any the failure of Parent, Parent or any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their termsother than the Xxxxx Xxxxxxx Liabilities, whether prior to, on to or after the Effective TimeDistribution Date or the date hereof; (b) any Parent Liability other than the Xxxxx Xxxxxxx Liabilities; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except any Specified Liability up to, but not exceeding, an aggregate amount (when aggregated with all other such Specified Liabilities, including those previously paid pursuant to this Section 4.3(d)) equal to $17,500,000 (the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution"Covered Specified Liabilities"); and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect in each case to statements made explicitly in Parent’s name in the Form 10extent relating to the Parent Group (excluding for this purpose the Xxxxx Xxxxxxx Business and USBPJC and USBI to the extent related to the Xxxxx Xxxxxxx Business), the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, Registration Statement or the Information Statement or any other Disclosure Document Statement. Notwithstanding anything to the contrary set forth herein, Parent may, in its sole discretion, elect to terminate the indemnity obligation of Parent under clause (d) above in full in the event of a Change in Control. Any election by Parent to terminate such indemnity obligation shall be deemed to be information supplied effective immediately upon the occurrence of the applicable Change in Control, regardless of whether such notice is given on, prior to or after such Change in Control, and all pending claims for indemnification under clause (d) above shall terminate in full as of the occurrence of such Change in Control; provided, however, that any pending obligation of Parent to indemnify Xxxxx Xxxxxxx in accordance with such clause (d) for a Covered Specified Liability that has been finally determined prior to the occurrence of such Change in Control, including (without limitation) by SpinCosettlement, compromise or entry of a judgment or order and including related legal fees incurred through the date of such occurrence, shall not be terminated pursuant to this paragraph. In the event that a Change of Control is reasonably likely to occur or has occurred, Xxxxx Xxxxxxx shall promptly give Parent written notice of such Change in Control, specifying in reasonable detail the nature, parties and material terms of such Change in Control.

Indemnification by Parent. Except as otherwise specifically set forth (a) Parent, Merger Sub, and Surviving Corporation, jointly and severally, and their successors and assigns shall indemnify the Company Shareholders (and the Company, with respect to claims made for indemnity if the Closing does not occur) and their respective successors, executors, administrators, trustees, estates, heirs and permitted assigns (each, a “Shareholder Indemnified Party” and, collectively, the “Shareholder Indemnified Parties”) in respect of, and hold them harmless against, any and all Losses sustained, incurred or suffered by the Company Shareholders or any other Shareholder Indemnified Party resulting from, relating to or constituting: (i) Fraud or intentional misrepresentation by Parent or Merger Sub of any of Parent’s or Merger Sub’s representations or warranties under this Agreement or in any Ancillary Parent Disclosure Schedule, Exhibit or certificate delivered under this Agreement; (ii) the failure of any representation or warranty made by Parent or Merger Sub in this Agreement, the Parent Disclosure Schedule, or any Exhibit or certificate delivered by Parent to the fullest extent permitted by Law, Parent shall, Company pursuant to this Agreement to be true and shall cause the other members correct as of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member date of this Agreement or as of the SpinCo Group Closing Date with the same effect as though such representation or warranty had been made on and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirsClosing Date, executors, successors except to the extent such representation or warranty specifically relates to a date prior to the Closing Date (in which case such representation or warranty shall be true and assigns correct as of any of the foregoing (collectively, the “SpinCo Indemnitees”such prior date), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):; (aiii) any failure to perform any covenant or agreement of Parent Liabilityor Merger Sub contained in this Agreement or any agreement or instrument furnished by Parent to the Company pursuant to this Agreement; (b) any failure of Parent, any other member of the Parent Group or any other Person Claims described in Section 8.5(a) are collectively referred to pay, perform or otherwise promptly discharge any Parent Liabilities herein as “Shareholder Indemnifiable Claims” and Losses in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit respect of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission such claims are referred to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo“Shareholder Indemnifiable Losses.”

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group it hereby agrees to, indemnify, defend indemnify and hold harmless SpinCothe Holders, each member person, if any, who controls any of such parties within the meaning of Section 15 of the SpinCo Group Securities Act or Section 20 of the Exchange Act and each of their respective past, present and future directors, officers, employees or agentsemployees, in each case in their respective capacities as such, trustees and each of the heirs, executors, successors and assigns of any of the foregoing agents (collectively, the “SpinCo Indemnitees”"HOLDERS' INDEMNIFIED PARTIES"), from and against any and all Liabilities of losses, claims, damages or liabilities, joint or several, to which the SpinCo Indemnitees relating toHolders' Indemnified Parties may become subject, arising under the Securities Act or -6- 107 otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary Prospectus contained therein or furnished by Parent to the Holders, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Parent shall, and it hereby agrees to, reimburse the Holders' Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with respect investigating or defending any such action or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to statements made explicitly amounts paid in Parent’s name settlement of any such losses, claims, damages or liabilities if such settlement is effected without the consent of Parent (which consent shall not be unreasonably withheld); provided, further, that, in the Form 10case of the Holders, Parent shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, or preliminary, final or summary prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished to Parent by such person expressly for use therein; provided, further, that, Parent shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) the Holders failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus corrected such untrue statement or omission; and provided, further, Parent shall not be liable to the extent that any such loss, claim, damage, liability or expense 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 corrected in an amendment or supplement to the Prospectus and if having previously been furnished by or on behalf of the Holders with copies of the Prospectus as so amended or supplemented, the Information Statement (Holders thereafter fail to deliver such Prospectus as so amended or supplemented if SpinCo shall have furnished any amendments prior to or supplements thereto) concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage, liability or any other Disclosure Document; it being agreed that expense who purchased such Registrable Securities which is the statements set forth on Schedule 4.3(e) shall be subject thereof from the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoHolders.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, (a) Parent shall, and Sub shall cause the other members of the Parent Group to, jointly and severally indemnify, defend save and hold harmless SpinCo, each member of the SpinCo Group Company Stockholders and each of their respective past, present and future directors, officers, employees or agentsemployees, in each case in their respective capacities as suchAffiliates, and each of the heirs, executors, successors agents and assigns of any of the foregoing (collectivelyeach an "INDEMNIFIED COMPANY PARTY" and together with an Indemnified Parent Party, the “SpinCo Indemnitees”), an "INDEMNIFIED PARTY") from and against any and all Liabilities of the SpinCo Indemnitees relating toDamages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or resulting fromwarranty made by Parent or Sub in this Merger Agreement, directly the Parent Disclosure Letter or indirectly, any of the following items Related Documents delivered pursuant hereto or thereto, (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (cii) any breach of any covenant or agreement made by Parent or any other member of the Parent Group of Sub in this Merger Agreement or any of the Ancillary Agreements;Related Documents delivered pursuant hereto or thereto, or (iii) any claim by any Person for broker's or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Parent or Sub (or any Person acting on Parent's or Sub's behalf) in connection with the Merger. (db) except In addition to the extent it relates indemnification obligations pursuant to Section 8.3(a) hereof and notwithstanding anything contained herein to the contrary, Parent and Sub jointly and severally agree to indemnify, hold harmless, pay and reimburse Indemnified Company Parties for all Damages, without regard to any of the limitations set forth in Sections 8.1 or 8.6, that are caused by (i) fraud and/or Intentional Misrepresentation by Parent or Sub of their representations and warranties contained in this Merger Agreement, the Parent Disclosure Letter or any of the Related Documents, and (ii) knowing, intentional or willful breaches by Parent or Sub of their covenants or agreements contained in this Merger Agreement or any of the Related Documents to which they are parties; provided, however, that Parent and Sub shall be liable under this Section 8.3(b) only for Damages in an amount not to exceed $50,000,000. For purposes of this Merger Agreement, "INTENTIONAL MISREPRESENTATION" by Parent or Sub shall mean a SpinCo Liabilitywillful and intentional misrepresentation of any facts, any guarantee, indemnification or contribution obligation, surety bond information or other credit support agreementmatters that are the subject of their representations and warranties or disclosures contained in this Merger Agreement, arrangement, commitment the Parent Disclosure Letter or understanding for the benefit of any member of the Parent Group by any member Related Documents or that are the subject of the SpinCo Group that survives following the Distribution; and (e) any untrue statement covenants or alleged untrue statement agreements of a material fact Parent or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly Sub contained in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) this Merger Agreement or any other Disclosure Document; it being agreed that of the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed Related Documents to be information supplied by SpinCowhich they are parties.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Subject to the fullest extent permitted by Lawprovisions of Section 6.4, Parent shall, and shall cause the other members of the Parent Group to, shall indemnify, defend save and hold harmless SpinCo, each member the Significant PEI Shareholders and any of the SpinCo Group their assignees (including lenders) and each all of their respective pastofficers, present and future directors, officersemployees, employees or representatives, agents, in each case in advisors and consultants and all of their respective capacities as such, and each of the heirs, executorslegal representatives, successors and assigns of any of (collectively the foregoing (collectively, the “SpinCo Indemnitees”), "PEI INDEMNIFIED PARTIES") from and against any and all Liabilities losses (net of the SpinCo Indemnitees relating totaxes) arising from, arising out of or resulting from, directly in any manner connected with or indirectly, any of the following items (without duplication):based on: (a) the breach of any covenant of Parent or the failure by Parent to perform any obligation of Parent contained herein or in any Parent LiabilityRelated Document; (b) any failure inaccuracy in or breach of Parent, any other member representation or warranty of Parent contained herein or in any Parent Related Document as of the Parent Group date hereof or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after as of the Effective Time; (c) Parent's failure to comply with any breach law, rule or regulation relating to a Parent Designated Plan, whether or not disclosed prior to the Closing; and (d) any act, omission, occurrence, event, condition or circumstance occurring or existing at any time on or before the Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by Parent or any other member of its Subsidiaries and not (i) disclosed in this Agreement, including the Disclosure Schedules or (ii) disclosed in the Merger Proxy. Notwithstanding anything herein to the contrary, Parent Group shall not have any liability for indemnification hereunder until the aggregate liability (net of this Agreement any insurance proceeds received with respect to such liability) equals or exceeds $100,000, following which Parent shall have liability only for the aggregate liability in excess of $100,000; and (ii) Parent's liability for indemnification arising hereunder shall be limited solely to offset any of the Ancillary Agreements; (d) except rights to indemnity from the extent it relates to a SpinCo LiabilitySignificant PEI Shareholders. Accordingly, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of if neither the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission nor Surviving PEI has rights to state a material fact required indemnity pursuant to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10this Agreement, the Information Statement (as amended or supplemented if SpinCo Significant PEI Shareholders shall not have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed right to be information supplied by SpinCoindemnity under this Agreement.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to In the fullest extent permitted by Lawevent that the Closing occurs, Parent shall, and shall cause the other members of the Parent Group to, have an obligation to indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group Stockholder and each of their respective past, present and future directors, officers, employees or trustees, employees, agents, in each consultants, advisors, Representatives and equity holders, heirs and immediate family members (as the case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing may be) (collectively, the “SpinCo IndemniteesSeller Indemnified Persons” and together with the Parent Indemnified Persons, “Indemnified Persons”), ) from and against against, and will pay to the Seller Indemnified Persons the monetary value of, any and all Liabilities of Indemnifiable Amounts incurred or suffered by the SpinCo Indemnitees relating to, Seller Indemnified Persons arising out of of, relating to or resulting from, directly or indirectly, from any of the following items (without duplication): following: (a) any breach of any representation or warranty of Parent Liability; or Merger Sub contained in this Agreement (as modified by the Parent Disclosure Schedule) or in any certificate or Transaction Document executed and delivered by Parent; (b) any the failure of Parent, Parent or Merger Sub to perform any other member of the Parent Group agreement or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; post-Closing covenant required by this Agreement; (c) any breach of any representation or warranty of Parent under, or the failure of Parent to perform any agreement or covenant required by, the Investor Rights Agreement or the Standstill & Lock-Up Agreement, (d) any claims by (A) any then current or former holder or alleged then-current or former holder of any Parent securities, arising out of, resulting from or in connection with (I) the Transactions or this Agreement, or (II) such Person’s status or alleged status as a holder of Parent securities at any time at or prior to the Closing, whether for breach of fiduciary duty or otherwise or (B) any Person to the effect that such Person is entitled to any Parent securities or any payment in connection with the Transactions by virtue of such Parent securities; and (e) any legal Proceeding relating to any inaccuracy, breach, claim or expense of the type referred to in the preceding clauses (a) through (d) (including, without limitation, any legal Proceeding commenced by a Stockholder for the purpose of enforcing its rights under this Article VIII if the Majority Stockholder is the prevailing party in any such legal Proceeding); and in the case of (a), (b) or (c) above, without giving effect to any “materiality” limitations or references to “material adverse effect” in determining Indemnifiable Amounts (but not in determining whether any breaches of representations and warranties have occurred). The representations, warranties, covenants and agreements of Parent or any other member Merger Sub in this Agreement will survive the Closing Date and will continue until the 36 month anniversary of the Closing Date, at which time all representations and warranties, covenants and agreements will expire; provided, however, that if the Majority Stockholder delivers to Parent, before the 36 month anniversary of the Closing Date, a notice of claim, then the applicable representation or warranty or other obligation will survive until, but only for purposes of, the resolution of the matter covered by the notice of claim; provided, further, that indemnification obligations arising from Fraud will continue for six (6) years from the Closing Date. The Seller Indemnified Persons will be entitled to indemnification under this Section 8.11 (i) only if the aggregate Indemnifiable Amounts exceed $250,000 with each individual Indemnifiable Amount exceeding $25,000, after which the Seller Indemnified Persons will be entitled to be indemnified for the aggregate Indemnifiable Amounts over $50,000 and (ii) only to the extent that the aggregate claims do not exceed (A) 75% of the value of the Total Consideration for claims asserted prior to the 12 month anniversary of the Closing Date, (ii) 50% of the value of the Total Consideration for claims asserted after the 12 month and prior to the 24 month anniversary of the Closing Date, and (iii) 25% of the value of the Total Consideration for claims asserted after the 24 month and prior to the 36 month anniversary of the Closing Date except for claims arising from Fraud, which such claims shall not be capped. Notwithstanding anything in this Agreement to the contrary, in no event shall Parent Group or Merger Sub have any liability hereunder for diminution of value of Parent Common Stock as an independent cause for indemnification without a breach of this Agreement. Notwithstanding the foregoing, in no event shall Parent have any liability to any Seller Indemnified Persons with respect to a breach of representation, warranty or covenant under this Agreement or any of the Ancillary Agreements; (d) except other Transaction Document to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit that Majority Stockholder knew of any member such breach as of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoClosing Date.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to (a) From and after the fullest extent permitted by LawClosing, Parent shallagrees to indemnify fully, hold harmless, protect and shall cause defend the other members of the Parent Group toCompany Stockholders, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present Affiliates and future their respective directors, officers, employees or agents, in each case in their respective capacities as such, agents and each of the heirs, executorsemployees, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), Company Stockholder Group Members” from and against against): (i) any and all Liabilities Losses incurred by any of the SpinCo Indemnitees them arising out of, relating to, arising out of or resulting frombased upon any inaccuracy in, directly or indirectlybreach of, any of the following items (without duplication):representations or warranties of Parent; (aii) any Parent Liability;and all Losses incurred by any of them arising out of, relating to, or based on any failure to perform, or other breach of, any of the covenants or agreements of Parent, in either case contained in or incorporated into this Agreement; and (iii) any and all Losses relating to or arising from Taxes (or the non-payment thereof) of the Company and the Subsidiaries for all periods from and after the Effective Time. The right of the Company Group Members to be indemnified hereunder shall not be limited or affected by any investigation conducted or notice or Knowledge obtained by or on behalf of any such Persons. (b) No indemnification under Section 9.04(a)(i) shall be due unless (i) the amount of any failure Losses arising from a single claim (or series of related claims) exceeds the Individual Occurrence Indemnification Threshold; and (ii) the aggregate amount of Losses (aggregating all indemnifiable matters under such Section) due exceeds the Indemnification Threshold, in which case indemnity shall become due only for the amount of Losses in excess of the Indemnification Threshold. However, the Indemnification Threshold will not apply to any willful or intentional breach of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;’s representations and warranties. (c) any breach by Parent or any other member The maximum amount of Losses for which the Parent Company Stockholder Group of Members shall be entitled to be indemnified under this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoIndemnification Cap.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementParent agrees to indemnify and hold harmless, and cause each of its subsidiaries, jointly and severally, to indemnify and hold harmless, each Holder of Registrable Securities, any Person who is or might be deemed to be a controlling Person of any such Holder within the fullest extent permitted by Law, Parent shall, and shall cause the other members meaning of Section 15 of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member Securities Act or Section 20 of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectivelyExchange Act, the respective direct and indirect partners, advisory board members, trustees, members, shareholders, officers and directors of each such Person or such Holder (each, a “SpinCo IndemniteesParticipant”), from and against any and all Liabilities of losses, claims, damages and liabilities (including the SpinCo Indemnitees relating toreasonable legal fees and other reasonable expenses actually incurred in connection with any suit, action, proceeding, investigation or any claim asserted or threatened) caused by, arising out of or resulting from, directly or indirectly, any of the following items based upon (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ei) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement or Prospectus (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto), (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading or (iii) any violation or alleged violation by Parent or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to Parent or any of its subsidiaries and relating to action or inaction in connection with respect any such registration, disclosure document or other document or report, and will reimburse such Participant for any legal or any other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, Parent shall not be liable insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to statements any Participant furnished to Parent in writing by or on behalf of such Participant expressly for use therein; provided, further, Parent shall not be liable if such untrue statement or omission or alleged untrue statement or omission was contained or made explicitly in Parent’s name any preliminary prospectus and corrected in the Form 10Prospectus or any amendment or supplement thereto and the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by the Information Statement Participants resulted from any action, claim or suit by any Person who purchased Registrable Securities that are the subject thereof from such Participant and it is established in the related proceeding that such Participant had been provided with such Prospectus and failed to deliver or provide a copy of the Prospectus (as amended or supplemented if SpinCo supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities sold to such Person unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by Parent with this Agreement. The indemnities of Parent and of its subsidiaries contained in this Section 3.1 shall have furnished remain in full force and effect regardless of any amendments investigation made by or supplements thereto) on behalf of such Participant and shall survive any transfer of securities or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCotermination of this Agreement.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend will indemnify and hold harmless SpinCoStockholder, its officers, directors, agents, trustees, general partners and each member person who controls Stockholder (within the meaning of Section 15 of the SpinCo Group and each of their respective past, present and future directors, officers, employees Securities Act or agents, in each case in their respective capacities as such, and each Section 20 of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”Exchange Act), from against all losses, claims, damages, liabilities and against expenses (including reasonable attorneys' fees, disbursements and expenses) incurred by such party pursuant to any and all Liabilities of the SpinCo Indemnitees relating toactual or threatened action, suit, proceeding or investigation arising out of or resulting from, directly or indirectly, any of the following items based upon (without duplication): (ai) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach violation by Parent (or any other member of the Parent Group of this Agreement its officers, directors or any of the Ancillary Agreements; (dcontrolling persons) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the federal or state law, rule or regulation applicable to Parent Group and relating to any action required or inaction by Parent (or such other person) in connection with or relating to any member of the SpinCo Group that survives following the Distribution; and Registration Statement, (eii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, or (iii) 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 or a preliminary Prospectus, in light of the circumstances then existing) not misleading, except in each case 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 information with respect to statements made explicitly such indemnified party furnished in Parent’s name writing to Parent by such indemnified party or its counsel expressly for use therein. In connection with an underwritten offering, Parent will indemnify the underwriters thereof, their officers, directors, agents, trustees, general partners, and each person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of Stockholder. Notwithstanding the foregoing provisions of this Section 10(a), Parent will not be liable to Stockholder (or any officer, director, agent, trustee or controlling person thereof), any person who participates as an underwriter in the Form 10, the Information Statement (as amended offering or supplemented if SpinCo shall have furnished any amendments or supplements thereto) sale of Registrable Securities or any other Disclosure Document; it being agreed person, if any, who controls Stockholder or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under the indemnity agreement in this Section 10(a) for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of Stockholder's or such other person's failure to send or deliver a copy of the statements set forth on Schedule 4.3(e) shall be final Prospectus to the only statements made explicitly person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such person if such statement or omission was corrected in Parent’s name such final Prospectus and Parent had previously furnished copies thereof to Stockholder or such other person in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoaccordance with this Agreement.

Indemnification by Parent. Except as otherwise specifically set forth in In connection with any registration, offer or sale of Registrable Securities effected under this Agreement or in any Ancillary Agreement, Parent shall indemnify and hold harmless, to the fullest extent permitted by Lawlaw, Parent shalleach Holder, each shareholder, member, limited or general partner of such Holder, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and shall cause agents and each Person who controls (within the other members meaning of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of Securities Act or the SpinCo Group Exchange Act) such Persons and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), Representatives from and against any and all Liabilities losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of the SpinCo Indemnitees relating toinvestigation and legal expenses and any indemnity and contribution payments made to underwriters ) (each, a “Loss” and collectively “Losses”) arising out of or resulting from, directly or indirectly, any of the following items based upon (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ei) any untrue statement (or alleged untrue untrue) statement of a material fact contained in any Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission (or alleged omission 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 or preliminary Prospectus, in light of the circumstances under which they were made) not misleadingmisleading or (iii) any violation or alleged violation by Parent or any of its subsidiaries of any federal or state securities law, rule or regulation applicable to Parent and relating to action or inaction in connection with any such registration, disclosure document or other document or report; provided, that no selling Holder shall be entitled to indemnification pursuant to this Section 3.7.1 in respect of any untrue statement or omission contained in any information relating to such seller Holder furnished in writing by such selling Holder to Parent or any underwriter specifically for inclusion in a Registration Statement and used by Parent in conformity therewith (such information “Selling Stockholder Information”). This indemnity shall be in addition to any liability Parent may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and such indemnity shall survive the Transfer of such securities by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. Parent shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to statements made explicitly in Parent’s name in the Form 10, indemnification of the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoindemnified parties.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Parent agrees to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCoVPVP and each Person, each member if any, who controls VPVP within the meaning of the SpinCo Group and each of their respective pastAct, present and future directorsagainst any losses, officersclaims, employees damages, liabilities or agentsexpenses to which VPVP or such controlling person may become subject, in each case in their respective capacities as such, and each of under the heirs, executors, successors and assigns of any of the foregoing (collectivelyAct, the “SpinCo Indemnitees”)Exchange Act, from and against or any and all Liabilities of the SpinCo Indemnitees relating toother federal or state statutory law or regulation insofar as such losses, arising claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or resulting from, directly or indirectly, any of the following items are based upon (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ei) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434 of the Rules and Regulations, or the Prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations, or filed as part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required (the "Prospectus"), or any amendment or supplement thereto; (ii) the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them, in light of the circumstances under which they were made, not misleadingmisleading or (iii) any failure of Parent to perform its obligations under this Agreement, and shall reimburse VPVP and each such controlling Person for any legal and other expenses as such expenses are reasonably incurred by VPVP or such controlling Person in connection with respect investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that Parent shall not be liable in any such case to statements the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made explicitly in Parent’s name in the Form 10Registration Statement, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) Prospectus or any other Disclosure Document; it being agreed that amendment or supplement of the statements set forth Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to Parent by or on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name behalf of VPVP expressly for use in the Form 10, the Information Registration Statement or any other Disclosure Document, the Prospectus or (ii) the failure of VPVP to comply with the covenants and all other information agreements contained in Section 6.3 hereof respecting resale of Registrable Shares or (iii) any untrue statement or omission of a material fact in any Prospectus that is corrected in any subsequent Prospectus that was delivered to VPVP before the Form 10, the Information Statement pertinent sale or any other Disclosure Document shall be deemed to be information supplied sales by SpinCoVPVP.

Indemnification by Parent. Except From and after the Closing, and subject to the limitations herein, Parent shall indemnify and hold harmless each MOAC Stockholder and his or its respective shareholders, partners, directors, officers, employees, agents, Affiliates, successors and assigns (each a “Company Indemnified Person” and, collectively, the “Company Indemnified Persons”) for, from, and against, and pay and reimburse each Company Indemnified Person for, all Losses (i) arising out of the breach of any representation or warranty of Parent or Sub contained in or made pursuant to this Agreement (except as otherwise specifically set forth provided in this last sentence of this subsection (c)), (ii) arising out of the breach by Parent or Sub, or the failure by Parent, Sub or Surviving Corporation to perform, any of the covenants or other agreements contained in this Agreement or any other agreement executed by Parent, Sub or Surviving Corporation in connection with this Agreement to be performed by Parent, Sub or Surviving Corporation prior to, at or after the Closing or (iii) arising out any Ancillary claim brought by a stockholder of Parent (other than a party issued Parent Common Stock pursuant to this Agreement, ) relating to the fullest extent permitted by LawMerger, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, than any of the following items (without duplication): (a) claims, for which Parent will have no duty to indemnify any Parent Liability; (b) Company Indemnified Person: any failure of Parentclaim arising in connection with fraud, any other member intentional tortious conduct or an allegation that either of the Parent Group Companies or any other Person to payofficer, perform director, stockholder or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member employee of either of the Parent Group of this Agreement Companies provided information in Companies Disclosure Schedules or any the Revised Companies Disclosure Schedule or information used in or in the preparation of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, Proxy Statement which contained any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a which omitted any material fact required to be stated therein or necessary in order to make the such statements therein not misleading. Notwithstanding anything to the contrary herein, Parent shall not have any obligation to indemnify Xxxxxx X. Xxxxxxx (“Xxxxxxx”) or Xxxxxx Investments Limited with respect to statements made explicitly any breach of the representations set forth in Parent’s name in Section 4.9 hereof. No stockholder of MOAC other than the Form 10, the Information Statement (as amended or supplemented if SpinCo MOAC Stockholders shall have furnished any amendments or supplements thereto) or obligation under this Agreement to indemnify any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoParent Indemnified Person.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementParent agrees to indemnify and reimburse, to the fullest extent permitted by Law, Parent shall, Purchasers and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective pastemployees, present and future directorsadvisors, agents, representatives, officers, employees or agents, in each case in their respective capacities as such, and directors and each Person who controls a Purchaser (within the meaning of the heirs, executors, successors and assigns of any of Securities Act or the foregoing Exchange Act) (collectively, the “SpinCo IndemniteesPurchaser Affiliates”) (as the case may be), from and against any and all Liabilities of the SpinCo Indemnitees relating tolosses, claims, damages, liabilities, judgments and expenses, joint or several (including reasonable attorneys’ fees and disbursements, subject to Section 2.6(c)) based upon, arising out of of, related to or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) from any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or any omission or alleged omission to state 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, with respect to statements made explicitly in Parent’s name in misleading or any violation or alleged violation by Parent of the Form 10Securities Act, the Information Statement Exchange Act or any state securities laws (including any rule or regulation promulgated thereunder) and shall reimburse each Purchaser, such Purchaser’s employees, advisors, agents, representatives, officers, and directors, such participating person or controlling person (as amended the case may be) for any legal or supplemented if SpinCo other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that Parent shall have not be liable in any such case to the extent that such statements are made in reliance upon and in conformity with information furnished in writing to Parent by any Purchaser or any Purchaser Affiliate for use therein or arise from any Purchasers’ or any Purchaser Affiliate’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto) thereto after Parent has furnished such Purchaser or any other Disclosure Documentsuch Purchaser Affiliate with a sufficient number of copies of the same; it being agreed provided, further, that the statements set forth on Schedule 4.3(eindemnity agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Parent which consent shall not be unreasonably withheld, conditioned or delayed; and provided further that the only statements made explicitly in Parentindemnification shall not apply to losses, claims, damages or liabilities attributable to a failure of a Purchaser, underwriter or other Person acting on the Purchaser’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed behalf to be information supplied by SpinCocomply with a Blockage Notice.

Indemnification by Parent. Except as otherwise specifically set forth provided in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law‎Section 8.06, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCothe Company, each member of the SpinCo Lithium Group and each of their Affiliates and the Company’s, each member of the Lithium Group’s and their respective past, present and future Affiliates’ respective directors, officers, employees or and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Company Indemnitees”), from and against any and all Liabilities Losses of the SpinCo Company Indemnitees relating to, arising out of or resulting from, directly or indirectly, from any of the following items (without duplicationduplication and including any Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien): (a) any all Parent Liability; (b) any Liabilities, including the failure of Parent, Parent or any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities Liability in accordance with their its terms, whether prior to, on or after ; (b) the Effective TimeParent Business; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit breach by Parent of any member of the representations and warranties made by Parent on behalf of itself and the members of the Parent Group by in this Agreement or any member of the SpinCo Group that survives following the DistributionAncillary Agreement; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly all information contained in Parent’s name in any Disclosure Document with respect to the Form 10IPO, the Information Statement (as amended Distribution or supplemented if SpinCo shall have otherwise, in each case solely to the extent furnished any amendments or supplements thereto) or any other by Parent solely in respect of Parent and expressly for use in such Disclosure Document; it being agreed that the statements Document and which information is set forth on Schedule 4.3(e) shall be 8.03(e). Notwithstanding anything to the only statements made explicitly contrary herein, in Parent’s name no event will any Company Indemnitee have the right to seek indemnification from the Parent or any member of the Parent Group with respect to any claim or demand against any Person in the Form 10, Lithium Group for the Information Statement or any other Disclosure Document, and all other information contained in satisfaction of the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoLithium Liabilities.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in In the event of any Ancillary Agreementregistration of any securities of Parent under the Securities Act pursuant to Section 3, Parent will, and it hereby does, indemnify and hold harmless, to the fullest extent permitted by Lawlaw, Parent shall, and shall cause the other members each of the Parent Group to, indemnify, defend and hold harmless SpinCoStockholders that holds any Registrable Shares covered by such Registration Statement, each member Affiliate of the SpinCo Group such Stockholder and each of their respective past, present and future such Stockholder's directors, officers, employees and agents or agentsgeneral and limited partners, each other Person who participates as an underwriter in each case in their respective capacities as such, the offering or sale of such securities and each other Person, if any, who controls such Stockholder or any such underwriter within the meaning of the heirs, executors, successors and assigns of any of the foregoing Securities Act (collectively, the “SpinCo Indemnitees”"Stockholder Indemnified Parties"), from and against any and all Liabilities of losses, claims, damages, or liabilities, joint or several, and expenses (including reasonable attorneys' fees and expenses and any amounts paid in any settlement effected with Parent's consent) to which any Stockholder Indemnified Party may become subject under the SpinCo Indemnitees relating toSecurities Act, arising 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, whether or not such Stockholder Indemnified Party is a party thereto) or expenses arise out of or resulting from, directly or indirectly, any of the following items are based upon (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ei) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any preliminary, final or summary Prospectus contained therein, or any amendment or supplement thereto, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation by Parent of any federal, state or common law rule or regulation applicable to Parent and relating to action required of or inaction by Parent in connection with any such registration; provided, that Parent will not be liable to any Stockholder 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 or is based upon 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 with respect to statements made explicitly in Parent’s name such Stockholder or any underwriter who participates in the Form 10, the Information offering or sale of Registrable Shares covered by a Registration Statement (as amended furnished by such Stockholder or supplemented if SpinCo shall have furnished such underwriter to Parent. Such indemnity will remain in full force and effect regardless of any amendments investigation made by or supplements thereto) on behalf of such Stockholder or any other Disclosure Document; it being agreed that Stockholder Indemnified Party and will survive the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied transfer of such securities by SpinCosuch Stockholder.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to To the fullest extent permitted by Lawlaw, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend will indemnify and hold harmless SpinCoeach Stockholder, any underwriter (as defined in the Securities Act) for such Stockholder, its officers, directors, shareholders or partners and each member person, if any, who controls such Stockholder or underwriter within the meaning of the SpinCo Group and each of their respective pastSecurities Act or the Exchange Act, present and future directorsagainst any losses, officersclaims, employees damages, or agents, in each case in their respective capacities as such, and each of liabilities (joint or several) to which they may become subject under the heirs, executors, successors and assigns of any of the foregoing (collectivelySecurities Act, the “SpinCo Indemnitees”)Exchange Act or other federal or state law, from and against any and all Liabilities of the SpinCo Indemnitees relating toinsofar as such losses, arising claims, damages, or liabilities (or actions in respect thereof) arise out of or resulting from, directly or indirectly, are based upon any of the following items statements, omissions or violations (without duplication): collectively a "Violation"): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (eA) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state or incorporate by reference therein a material fact required to be stated therein or incorporated by reference therein, or necessary to make the statements included or incorporated by reference therein not misleading, or (C) any violation or alleged violation by Parent of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and Parent will pay to each such Stockholder (and its officers, directors, shareholders or partners), underwriter or controlling person, any legal or other expenses reasonably incurred by them in connection with respect investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 5.1 shall not apply to statements made explicitly amounts paid in Parent’s name settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of Parent (which consent may not be unreasonably withheld); nor shall Parent be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon (i) a Violation which occurs in reliance upon and in conformity with written information furnished by any such Stockholder expressly for use in the Form 10Registration Statement, or (ii) a Violation that would not have occurred if such Stockholder had delivered to the Information Statement (purchaser the version of the Prospectus most recently provided by Parent to the Stockholder as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed of a date prior to be information supplied by SpinCosuch sale.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoXxxxx Xxxxxxx, each member of the SpinCo Xxxxx Xxxxxxx Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as suchofficers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”"XXXXX XXXXXXX INDEMNITEES"), from and against any and all Liabilities of the SpinCo Xxxxx Xxxxxxx Indemnitees relating to, arising out of or resulting from, directly or indirectly, from any of the following items regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation (without duplication): (a) any Parent Liability; (b) any the failure of Parent, Parent or any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their termsother than the Xxxxx Xxxxxxx Liabilities, whether prior to, on to or after the Effective TimeDistribution Date or the date hereof; (b) any Parent Liability other than the Xxxxx Xxxxxxx Liabilities; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except any Specified Liability up to, but not exceeding, an aggregate amount (when aggregated with all other such Specified Liabilities, including those previously paid pursuant to this Section 4.3(d)) equal to $17,500,000 (the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution"COVERED SPECIFIED LIABILITIES"); and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect in each case to statements made explicitly in Parent’s name in the Form 10extent relating to the Parent Group (excluding for this purpose the Xxxxx Xxxxxxx Business and USBPJC and USBI to the extent related to the Xxxxx Xxxxxxx Business), the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, Registration Statement or the Information Statement or any other Disclosure Document Statement. Notwithstanding anything to the contrary set forth herein, Parent may, in its sole discretion, elect to terminate the indemnity obligation of Parent under clause (d) above in full in the event of a Change in Control. Any election by Parent to terminate such indemnity obligation shall be deemed to be information supplied by SpinCoeffective immediately upon the occurrence of the applicable Change in Control, regardless of whether such notice is given on, prior to or after such Change in Control, and all pending claims for indemnification under clause (d) above shall terminate in full as of the occurrence of such Change in Control; PROVIDED, HOWEVER, that any pending obligation of Parent to indemnify Xxxxx Xxxxxxx in accordance with such clause (d) for a Covered Specified Liability that has been settled or compromised, or in respect of which a final judgment has been entered, in each case prior to the occurrence of such Change in Control shall not be terminated pursuant to this paragraph. In the event that a Change of Control is reasonably likely to occur or has occurred, Xxxxx Xxxxxxx shall promptly give Parent written notice of such Change in Control, specifying in reasonable detail the nature, parties and material terms of such Change in Control.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by applicable Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) the conduct of any business, operation or activity by Parent or any member of the Parent Group from and after the Effective Time (other than the conduct of business, operations, or activities for the benefit of SpinCo or any of the members of its Group pursuant to this Agreement or any Ancillary Agreement); (e) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ef) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e4.3(f) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement(a) Parent shall indemnify and hold Next Century, to Xxx Xxxxx and NetResponse's directors, officers and employees (collectively, the fullest extent permitted by Law, Parent shall"NetResponse Indemnified Parties") harmless from and against, and shall cause the other members of the Parent Group to, indemnify, promptly defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirsNetResponse Indemnified Parties from and reimburse each of the NetResponse Indemnified Parties for, executorsany and all losses, successors damages, costs, expenses, liabilities, obligations and assigns claims of any kind (including reasonable attorney fees and other legal costs and expenses) (collectively, a "NetResponse Loss") that any of the NetResponse Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the foregoing representations and warranties made by Parent or Sub in or pursuant hereto, or in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing in accordance with the provisions hereof; (collectivelyii) any failure by Parent or Sub to carry out, the “SpinCo Indemnitees”)perform, from satisfy and against discharge any and all Liabilities of its respective covenants, agreements, undertakings, liabilities or obligations hereunder or under any of the SpinCo Indemnitees relating todocuments and materials delivered by Parent pursuant hereto; and (iii) any suit, action or other proceeding arising out of of, or resulting from, directly or indirectlyin any way related to, any of the following items (without duplication): (a) any Parent Liability;matters referred to in this Section 8.1(a). (b) any failure of Parent, Notwithstanding any other member provision hereof to the contrary and subject to the next sentance, Parent shall not have any liability under Section 8.1(a)(i) above (i) unless the aggregate of the all NetResponse Losses for which Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior towould be liable but for this sentence exceeds, on a cumulative basis, an amount equal to $100,000, and then only to the extent of such excess, (ii) for amounts in excess of $8,750,000 in the aggregate, and (iii) unless Next Century or after Xxx Xxxxx have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within two years of the Effective Time; (c. In the event that Parent completes an initial public offering, which results in the Parent Stock being traded on a national stock exchange or on Nasdaq, the maximum liability for indemnification under Section 8(b)(ii) shall at any breach by Parent or any other member time be equal to the aggregate market price of the total number of shares of Parent Group Stock received by Next Century pursuant to this Agreement. The market price for such shares shall be determined on any day by multiplying 701,375 times the closing price of this Agreement such Parent Stock on the immediately preceding day on Nasdaq or other the national stock exchange on which such stock is traded. Notwithstanding any implication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of the Ancillary Agreements; (d) except Parent Stock would not, by itself, constitute a NetResponse Loss, unless and to the extent it relates a decrease in the value of Parent Stock has been demonstrated to be as a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit result of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and event described in Sections 8.1(a)(i), (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements theretoii) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e(iii) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoabove.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, PARENT covenants and shall cause the other members of the Parent Group to, agrees that it will indemnify, defend defend, protect and hold harmless SpinCo, each member the STOCKHOLDERS (other than NEWBURY) and the NEWBURY STOCKHOLDERS at all times from and after the date of this Agreement until the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”)Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the STOCKHOLDERS (other than NEWBURY) or NEWBURY STOCKHOLDERS as a result of or arising from (i) any breach by PARENT of its representations and all Liabilities warranties set forth herein or on the Schedules or certificates attached hereto, (ii) any breach of any agreement on the part of PARENT under this Agreement, or (iii) any liabilities which the STOCKHOLDERS (other than NEWBURY) or the NEWBURY XXXXXXXXXXXX xxx xxxxx xxx xx XXXXXX'x xxxxure to be responsible for the liabilities and obligations of the SpinCo Indemnitees relating toCOMPANY (except to the extent that PARENT has claims against the STOCKHOLDERS (other than NEWBURY) or the NEWBURY STOCKHOLDERS by reason of such liabilities); (iv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) based upon any untrue statement or alleged untrue statement of a material fact relating to PARENT or any of the Other Founding Companies contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to PARENT or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as otherwise specifically set forth in this Agreement principal as a result of a pledge or in any Ancillary Agreementfailure to perform under a margin call of Parent Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”)applicable law, from and against any and all Liabilities of the SpinCo Indemnitees relating tolosses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or resulting from, directly or indirectly, any of the following items relating to (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e1) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name (in the Form 10case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by Parent of the Securities Act, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) Exchange Act or any other Disclosure Document; it being agreed state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent that (i) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to Parent by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities or (ii) in the case of an occurrence of an event of the type specified in Section 7.3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after Parent has notified such Holder in writing that the statements set forth on Schedule 4.3(e) Prospectus is outdated, defective or otherwise unavailable for use by such Holder. Parent shall be notify the only statements made explicitly Holders promptly of the institution, threat or assertion of any Proceeding arising from or in Parent’s name in connection with the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied transactions contemplated by SpinCothis Agreement of which Parent is aware.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to To the fullest extent permitted by Lawlaw, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCo, each member of the SpinCo Group Company stockholders, their respective directors, officers and employees, brokers and underwriters (as defined in the Securities Act), and each person who controls such Company stockholder within the meaning of their respective pasteither Section 15 of the Securities Act or Section 20 of the Exchange Act, present and future directorsor is under common control with, or is controlled by, such Company stockholder, together with the partners, brokers, underwriters (as defined in the Securities Act), officers, directors, trustees, stockholders and employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing such controlling person (collectively, the “SpinCo Indemnitees”"CONTROLLING PERSONS"), from and against all losses, claims, damages, liabilities and reasonable expenses, including without limitation reasonable legal fees and expenses (collectively, the "Damages"), incurred by such Company stockholder and any such Controlling Person (and all Liabilities of their respective partners, officers, directors, trustees, stockholders and employees, brokers and underwriters (as defined in the SpinCo Indemnitees relating toSecurities Act), as applicable) arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) based upon any untrue statement of material fact contained in a Registration Statement (or alleged any amendment thereto), or any omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or any untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly contained in Parent’s name in the Form 10, the Information Statement any Prospectus (as amended or supplemented if SpinCo Parent shall have furnished any amendments or supplements thereto) ), or any other Disclosure Document; it being agreed that omission to state therein a material fact necessary to make the statements set forth therein in light of the circumstances under which they were made not misleading, except insofar as such Damages arise out of or are based upon any such untrue statement or omission based upon written information relating to the Company stockholders furnished to Parent by or on Schedule 4.3(ebehalf of such Company stockholders for use therein; PROVIDED, HOWEVER, that Parent shall not be liable to the Company stockholders under this SECTION 4.8(f) to the extent that any such Damages were caused by the fact that such Company stockholders (A) sold the Registrable Shares to a person as to whom it was not sent or given, at or prior to the written confirmation of such sale, a copy of such Prospectus as then amended or supplemented, if Parent has previously furnished copies thereof to the Company stockholders and a Prospectus, as then amended and supplemented, has corrected any such misstatement or omission or (B) sold the Registrable Shares during a suspension period under SECTION 4.8(d). Such indemnity shall be the only statements remain in full force and effect regardless of any investigation made explicitly in Parent’s name in the Form 10, the Information Statement by or on behalf of Parent or any other Disclosure Document, Controlling Persons and all other information contained in shall survive the Form 10, transfer of Registrable Shares by the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoCompany stockholders.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to To the fullest extent permitted by Lawlaw, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend will indemnify and hold harmless SpinCoeach Shareholder, each member of such Shareholder's heirs, successors and assigns, any underwriter (as defined in the SpinCo Group and each of their respective past, present and future directors, officers, employees 1933 Xxx) xxr such Shareholder (if selected by Parent or agents, in each case in their respective capacities as suchapproved by Parent), and each person, if any, who controls such Shareholder or underwriter within the meaning of the heirs1933 Act or the 1934 Act, executorsagainst any losses, successors and assigns of any of claims, damages, liabilities or actions to which they may become subject under the foregoing (collectively1933 Act, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to1934 Act or other federal or state law or common law, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus (not prohibited by Section 3.3) or final prospectus contained therein or any amendments or supplements thereto or materials incorporated therein, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the context in which made, not misleading; and Parent will reimburse each such Shareholder, such Shareholder's heirs, successors and assigns, underwriter (if selected by Parent or approved by Parent) or controlling person for any legal or other expenses reasonably incurred by them in connection with respect investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnification and other rights provided for in this Section 5.3(a) shall not apply (i) to statements any such loss, claim, damage, liability, or action insofar as it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made explicitly in Parent’s name in the Form 10Registration Statement, preliminary prospectus or final prospectus or any amendment or supplement thereto or materials incorporated therein, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any Shareholder or (ii) if the Information Statement person asserting any such loss, claim, damage, liability or action who purchased the Registerable Shares which are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented if SpinCo shall have furnished any amendments supplemented) at or supplements thereto) prior to the written confirmation of the sale of such Registerable Shares to such person because of the failure of such Shareholder or any other Disclosure Document; it being agreed that underwriter to so provide such amended preliminary or final prospectus and the statements set forth on Schedule 4.3(e) shall be the only statements untrue statement or alleged untrue statement or omission or alleged omission of a material fact made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.such preliminary prospectus was

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, (a) Subject to the fullest extent permitted by Lawprovisions of this Article X, effective as of and after the Closing, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCo, each member of the SpinCo Group Purchaser and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing its Affiliates (collectively, the “SpinCo IndemniteesPurchaser Indemnified Parties”), ) from and against any and all Liabilities Losses actually incurred or suffered by any of the SpinCo Indemnitees relating to, Purchaser Indemnified Parties (i) to the extent arising out of or resulting fromfrom any breach of any covenant or agreement of Parent contained in this Agreement, directly (ii) which are Liabilities of, or indirectlyto the extent arising out of or relating to, the Retained Business, whether any of such Liability arises before or after Closing, is known or unknown, or contingent or accrued, except, in each case, as otherwise set forth in this Agreement, (iii) which are Taxes, and any reasonable costs related thereto, (A) imposed on or in connection with any step taken in the following items (without duplication): (a) Pre-Closing Restructuring or any Parent Liability; (b) action taken by any failure of Parent, any other member of the Parent Group or any other Person Transferred Entity pursuant to paySection 5.7 or Section 5.8 (for the absence of doubt, perform to the extent such Taxes are for a taxable period or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, portion thereof ending on or after before the Effective Time; Closing Date) or (cB) reportable on a Parent Tax Return, (iv) from any breach claims brought by Parent or a third party against Purchaser, any other member of the Parent Group of this Agreement Transferred Entities or any of the Ancillary Agreements; (d) except their respective Affiliates to the extent it relates to a SpinCo Liabilityresulting from the Parent Group’s continued use of any Business Names or ServiceMaster Names following the Closing, whether or not in compliance with Section 5.13 and (v) from any guaranteederivative, indemnification or contribution obligation, surety bond direct or other credit support agreementActions brought by or on behalf of Parent stockholders, arrangementwhether or not relating to the Transferred Entities or the Business, commitment or understanding for the benefit of against any member of the Parent Group relating to or resulting from the entry into this Agreement or the transactions contemplated hereby or relating to the reports, schedules, forms, statements and other documents filed by any member Parent with, or furnished to, the SEC, or in respect of fluctuations in the SpinCo Group that survives following the Distribution; andstock price of Parent. (eb) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission Notwithstanding anything to state a material fact the contrary herein, Parent shall not be required to be stated therein indemnify or necessary hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses to make the statements therein not misleadingextent the related Liabilities were reflected in, with respect to statements made explicitly in Parent’s name reserved for or taken into account in the Form 10determination of Working Capital or Indebtedness on the Final Closing Statement or were reflected or reserved for in the Business Financial Statements. (c) Notwithstanding anything to the contrary herein, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(ecumulative indemnification obligations of Parent under Section 10.2(a)(i) shall be the only statements made explicitly in Parent’s name no event exceed, in the Form 10aggregate, the Information Statement or any other Disclosure Document, and all other information contained in Closing Purchase Price (the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo“Overall Cap”).

Indemnification by Parent. Except From and after the Distribution of a Spinco, except as otherwise specifically set forth provided in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by LawSections 3(b) and 3(c), Parent shall, and shall cause the other members each member of the Parent Group to, shall be responsible for and shall jointly and severally indemnify, defend and hold harmless SpinCo, such Spinco and each member of the SpinCo its Spinco Group and each of their respective past, present its Representatives and future directors, officers, employees or agents, in each case in their respective capacities as such, Affiliates (and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), them) from and against (i) all Spin-Off Tax Liabilities incurred by any and all Liabilities member of the SpinCo Indemnitees relating toParent Group, arising out of or resulting from, directly or indirectly, any of the following items (ii) without duplication): (a) , all Tax Liabilities that any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or is required to pay pursuant to Section 2, (iii) all Taxes, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any other Person to pay, perform or otherwise promptly discharge member of any Parent Liabilities in accordance with their terms, whether prior to, on or after Group by reason of the Effective Time; (c) any breach by Parent or any other a member of the Parent Group of this Agreement or any of its representations or covenants hereunder or made in connection with the Ancillary Agreements; IRS Ruling (dif applicable) except to and/or the extent it relates to a SpinCo LiabilityTax Opinions and, in each case, any guaranteerelated costs and expenses (including, indemnification or contribution obligationwithout limitation, surety bond or other credit support agreementreasonable attorneys’ fees and expenses), arrangementand (iv) all Specified Restructuring Income Taxes; provided, commitment or understanding for the benefit of however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to a breach by a Spinco (or a member of its Group) of any of its representations or covenants hereunder or made in connection with the IRS Ruling (if applicable) and/or the Tax Opinions; provided further, that (x) in the event that an IRS Ruling is not obtained with respect to the Distribution of a Spinco, neither Parent nor such Spinco shall be deemed to make any representations regarding such Distribution in the IRS Ruling Documents, and (y) no Spinco makes any representations regarding any facts that, if untrue, would result in Specified Restructuring Income Taxes (other than representations regarding (1) whether such Spinco is engaged in the active conduct of a trade or business within the meaning of Section 355(b) of the Code, (2) such Spinco’s conduct after the Distribution, and (3) the matters set forth in Section 4(a)(iii) hereof). If the indemnification obligation of Parent or any member of the SpinCo Parent Group that survives following the Distribution; and under this Section 3(a) (e) or any untrue statement or alleged untrue statement of a material fact or omission or alleged omission adjustment for which Parent is responsible pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleadingthis Section 3(a), including any adjustment with respect to statements made explicitly a Tax Return for which Parent is responsible pursuant to Section 2(a)(i)) results in Parent(i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to a Spinco or any member of such Spinco’s name Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then each Spinco receiving such Tax Benefit shall pay Parent the amount by which such Tax Benefit actually reduces, in the Form 10cash, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) amount of Tax that such Spinco or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly member of its Spinco Group would have been required to pay and bear (or increases, in Parent’s name in the Form 10cash, the Information Statement amount of a Refund to which such Spinco or any other Disclosure Document, and all other information contained in member of its Spinco Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). Each Spinco receiving the Form 10, the Information Statement or any other Disclosure Document Tax Benefit shall be deemed to be information supplied by SpinCopay Parent for such Tax Benefit no later than five days after such Tax Benefit is Actually Realized.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementParent agrees to indemnify the Holders and, to the fullest extent permitted by Lawif a Holder is a person other than an individual, Parent shallsuch Holder’s officers, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officersemployees, employees or agents, in each case in their respective capacities as suchrepresentatives and Affiliates, and each person or entity, if any, that controls a Holder within the meaning of the heirsSecurities Act, executorsand each other person or entity, successors and assigns if any, subject to liability because of any of the foregoing his, her or its connection with a Holder (collectivelyeach, the an “SpinCo IndemniteesIndemnitee”), from and against any and all Liabilities losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of the SpinCo Indemnitees relating toattorneys and other professionals), joint or several, arising out of or resulting from, directly or indirectly, based upon any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach violation by Parent of any rule or any other member regulation promulgated under the Securities Act applicable to Parent and relating to action or inaction required of Parent under the Parent Group terms of this Agreement or in connection with any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo LiabilityRegistration Statement or Prospectus, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, with respect that Parent shall not be liable to statements made explicitly in Parent’s name such Indemnitee or any person who participates as an underwriter in the Form 10offering or sale of Registrable Shares or any other person, if any, who controls such underwriter within the Information meaning of the Securities Act, 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 upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or in any such Prospectus in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished in writing to Parent for use in connection with such Registration Statement or the Prospectus contained therein by such Indemnitee or (as b) any Holder’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Holders by Parent at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if SpinCo shall have furnished any amendments such statement or supplements thereto) omission was corrected in such final amended or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCosupplemented Prospectus.

Indemnification by Parent. Except as otherwise specifically set forth (a) Parent agrees to indemnify and hold the Principal Stockholders (individually a "STOCKHOLDER INDEMNIFIED PARTY" and collectively the "STOCKHOLDER INDEMNIFIED PARTIES") harmless from and against any damages, liabilities, losses and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (i) fraud, intentional misrepresentation or a deliberate or willful breach by Parent or MergerSub of any of their representations or warranties or under this Agreement or in any Ancillary Agreementcertificate, to the fullest extent permitted by Law, Parent shall, and shall cause the schedule or exhibit delivered pursuant hereto; (ii) any other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns breach of any representation or warranty or of the foregoing (collectivelyParent or MergerSub under this Agreement or in any document, the “SpinCo Indemnitees”)certificate, from and against schedule or exhibit delivered pursuant hereto, or by reason of any and all Liabilities of the SpinCo Indemnitees relating toclaim, arising action or proceeding asserted or instituted growing out of any matter or resulting fromthing constituting a breach of such representations, directly warranties or indirectly, any of the following items (without duplication):covenants; and (aiii) any breach of any covenant of Parent Liability;of Merger Sub under this Agreement or in any document, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such covenants. (b) any failure Claims under clauses (i), (ii) and (iii) of Parent, any other member of the Parent Group or any other Person SECTION 9.3(a) are collectively referred to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (herein as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document"STOCKHOLDER INDEMNIFIABLE CLAIMS", and all other information contained Losses in the Form 10, the Information Statement or any other Disclosure Document shall be deemed respect of such claims are collectively referred to be information supplied by SpinCoherein as "STOCKHOLDER INDEMNIFIABLE LOSSES".

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement (a) Notwithstanding the Closing and regardless of any investigation at any time made by or in on behalf of the Company or of any Ancillary Agreement, to knowledge or information that the fullest extent permitted by LawCompany may have, Parent shallshall indemnify and fully defend, and shall cause the other members of the Parent Group to, indemnify, defend save and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of Former Company Stockholders from any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, Losses arising out of or resulting from, directly or indirectly, any of the following items (without duplication):: (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (ci) any breach by Parent or Merger Sub of any other member of its respective covenants contained in this Agreement; (ii) any breach of any warranty or the inaccuracy of any representation of Parent Group or Merger Sub contained in Article IV of this Agreement Agreement; or (iii) the Former Company Stockholders’ enforcement of their rights under this Section 10.3. (b) Notwithstanding anything herein to the contrary: (i) subject to the other limitations contained herein, no Losses of any Former Company Stockholders shall be indemnifiable pursuant to Section 10.3(a)(ii) unless and until all such Losses exceed $1,500,000, in which case such Losses shall be indemnifiable only to the amount thereof in excess of $250,000; provided, however, that the foregoing limitations contained in this Section 10.3(b)(i) shall not apply to any (A) fraud or willful misrepresentation, or (B) breaches of any of the Ancillary Agreementsrepresentations and warranties contained in Section 4.5, Section 4.6, Section 4.25 or Section 4.29 hereof; (dii) except subject to Section 10.3(b)(i) above, the extent it relates maximum amount for which Parent and Merger Sub shall be liable with respect to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member all claims covered by Section 10.3(a)(ii) hereof shall not exceed 20% of the aggregate Per Share Merger Consideration, Milestone Consideration Per Share and Top-Up Consideration Per Share issued and paid to all Former Company Stockholders pursuant to Article I hereof; (iii) subject to Sections 10.3(b)(i) and Section 10.3(b)(ii) above, the maximum amount for which Parent Group shall be liable to any single Former Company Stockholder with respect to all claims covered by any member Section 10.3(a)(ii) hereof shall not exceed 20% of such Former Company Stockholder’s Pro Rata Share of the SpinCo Group that survives following the Distributionaggregate Per Share Merger Consideration issued and paid to all Former Company Stockholders pursuant to Article I hereof; and (eiv) in all cases determining whether there has been a breach of any untrue statement of the Parent’s or alleged untrue statement Merger Sub’s representations and warranties contained in Article IV hereof, or in determining the amount of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any Losses with respect to statements made explicitly in Parent’s name in the Form 10such breach, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) such representations and warranties shall be the only statements made explicitly in Parent’s name in the Form 10read without regard to any materiality qualifier (including, the Information Statement or without limitation, any other Disclosure Document, and all other information reference to Parent Material Adverse Effect) contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCotherein.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Parent agrees to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCoeach Company Stockholder and Holder, each member of and the SpinCo Group and each of their respective pastofficers, present and future directors, officerspartners, employees or agentsemployees, in representatives and agents of each case in their respective capacities as suchCompany Stockholder and Holder, and each Person, if any, who controls (within the meaning of Section 15 of the heirs, executors, successors and assigns of any Securities Act or Section 20 of the foregoing Exchange Act) a Company Stockholder and Holder, as follows: (collectively, the “SpinCo Indemnitees”), from and i) against any and all Liabilities of loss, liability, claim, damage, judgment, actions, other liabilities and expenses whatsoever (the SpinCo Indemnitees relating to“Liabilities”), as incurred, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Registrable Merger Securities or Registrable Securities were registered under the Securities Act at the time such Registration Statement became effective, including all documents incorporated therein by reference, or the omission or alleged omission to state therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect or arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom at such date of a material fact necessary in order to make the statements made explicitly in Parent’s name therein, in the Form 10light of the circumstances under which they were made, not misleading; (ii) against any and all Liabilities, as incurred, to the Information extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of Parent; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under Section 4(a)(i) or Section 4(a)(ii); provided, however, that the indemnity obligations in this Section 4(a) shall not apply to any Liabilities (A) to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to Parent by any Company Stockholder or Holder with the understanding that such information will be used in a Registration Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements amendment thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement prospectus (or any other Disclosure Document, and all other information contained in amendment or supplement thereto) or (B) to the Form 10, extent they arise from the Information use of any Registration Statement or during any other Disclosure Document shall be deemed to be information supplied by SpinCoSuspension Period.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement Parent shall indemnify and hold harmless each Holder, the officers, directors, agents, attorneys, investment advisors, partners, stockholders, other equity holders and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or in any Ancillary AgreementSection 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”)applicable Legal Requirements, from and against any and all Liabilities of the SpinCo Indemnitees relating toLosses, as incurred, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person relating to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, with respect except to the extent, but only to the extent, that (1) such untrue statements made explicitly or omissions are based solely upon information regarding such Holder furnished in Parentwriting to Parent by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s name proposed method of distribution of Equity Consideration Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Form 10Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 9.3(b)(ii)-(v), the Information use by such Holder of an outdated or defective Prospectus after Parent has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated by Section 9.7(b) or an amended Registration Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoProspectus.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement Without limiting any other rights that the Issuer may have hereunder or in any Ancillary Agreement, to the fullest extent permitted by under Applicable Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of hereby agrees to indemnify the SpinCo Group Issuer and each of their respective past, present and future its directors, officers, members, managers, employees or agents, in each case in their respective capacities as such, and agents (each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the Persons being individually called an “SpinCo IndemniteesIndemnified Party”), forthwith on demand, from and against any and all Liabilities damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys’ fees and expenses (all of the SpinCo Indemnitees relating to, foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of any breach of representation or warranty by the Parent under this Purchase and Sale Agreement or any other Transaction Document or Principal Document to which it is a party, the failure of the Parent to observe or perform its obligations under this Purchase and Sale Agreement or any other Transaction Document or Principal Document to which it is party or arising out of claims asserted against an Indemnified Party relating to the transactions contemplated in this Purchase and Sale Agreement or any other Transaction Document or Principal Document to which the Parent is a party or the use of proceeds herefrom or therefrom; provided, however, that the foregoing shall exclude any indemnification to any Indemnified Party (a) resulting fromfrom gross negligence, directly willful misconduct, fraud or indirectlyacts of bad faith on the part of such Indemnified Party if the Indemnified Party was not an Affiliate of the Parent at such time, (b) that has the effect of imposing on the Parent any recourse liability for Royalty Payments or Replacement Royalty Payments, if any, because of the insolvency or other creditworthiness problems of Inspire, or other third party licensee, or the insufficiency of the Available Collections Amount (taken together with the Interest Reserve Account and the Capital Account), whether as a result of the amount of cash flow arising from sales of the Subject Products or otherwise, unless resulting from the failure of the Parent to perform its obligations under this Purchase and Sale Agreement, (c) subject to Section 9.11, for normal and customary expenses incurred in the ordinary course of business in the administration of this Purchase and Sale Agreement and any of the following items other Transaction Documents or Principal Documents to which it is party, (without duplication): (ad) any Parent Liability; (b) any for the repayment of the Notes pursuant to the Indenture unless resulting from the failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of its obligations under this Purchase and Sale Agreement or any of the Ancillary Agreements; (d) except other Transaction Documents or Principal Documents to the extent which it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and is party and (e) for any untrue statement special, indirect, consequential or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCopunitive damages.

Indemnification by Parent. Except as otherwise specifically set forth in (a) After the Closing and subject to this Agreement or in any Ancillary Agreement, to the fullest extent permitted by LawArticle X, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCothe Acquiror, each member of its Affiliates (including the SpinCo Company Group Entities after the Closing) and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing Representatives (collectively, the “SpinCo Indemnitees”)Acquiror Indemnified Parties,” who are express and intended third party beneficiaries of this Article X) against, and reimburse any Acquiror Indemnified Party for, all Losses, without duplication, that such Acquiror Indemnified Party may at any time suffer, pay, sustain or incur, or become subject, to the extent: (i) resulting from the inaccuracy or breach of any representation or warranty (other than any representation or warranty set forth in Section 3.20) made by Parent in this Agreement; (ii) resulting from any breach or failure by Parent to perform any of its covenants or obligations contained in this Agreement; (iii) in connection with the arrangement and against completion of any and all Liabilities Financing, capital markets transactions or related transactions by the Acquiror in connection with financing the transactions contemplated hereby as a result of any material misstatement or omissions contained in any information provided by Parent or any of the SpinCo Indemnitees relating to, arising out Company Group Entities or their respective Representatives in writing to Acquiror or its Representatives pursuant to Section 5.10(e) to the extent resulting from the gross negligence or willful misconduct of or resulting from, directly or indirectlyParent, any of the following items (without duplication):Company Group Entities or any of their respective Representatives or Affiliates; (aiv) resulting from a Liability of Parent or its Affiliates (other than the Company Group Entities) relating to any businesses of Parent Liabilityand its Affiliates (other than the businesses of the Company Group Entities); (v) resulting from the Parent Restructuring Transactions, including any asset, liability or obligation transferred from the Company Group Entities to Parent or its Affiliates in connection therewith; or (vi) resulting from obligations arising under any D&O Indemnification Agreement to the extent (A) arising out of an act or omission prior to the Closing that is indemnifiable under the terms of such D&O Indemnification Agreement and (B) not paid, advanced or reimbursed under the D&O Tail Policy or the Eligible Parent D&O Policy. (b) any failure Notwithstanding anything to the contrary contained herein, other than in the case of Willful Breach or actual and intentional fraud by Parent, Parent shall not be required to indemnify, defend or hold harmless any other member Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to Section 10.02(a)(i) (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of $150,000 (the “De-Minimis Threshold”) (nor shall any such claim or series of related claims that do not meet the De-Minimis Threshold be applied to or considered for purposes of calculating the aggregate amount of the Acquiror Indemnified Parties’ Losses for which Parent Group have responsibility under clause (ii) of this Section 10.02(b)); (ii) until the aggregate amount of the Acquiror Indemnified Parties’ Losses for which the Acquiror Indemnified Parties are finally determined to be entitled to indemnification under Section 10.02(a)(i) (but for the inclusion of this clause (ii)) exceeds 1% of the Indemnity Base (the “Deductible”), after which Parent shall be obligated for all Acquiror Indemnified Parties’ Losses for which the Acquiror Indemnified Parties are finally determined to be entitled to indemnification under Section 10.02(a)(i) that are in excess of the Deductible (for clarity, only if such excess Losses arise with respect to any claim (or any other Person series of related claims arising from the same underlying facts, events or circumstances)) that involves Losses in excess of the De-Minimis Threshold; and (iii) in a cumulative aggregate amount exceeding 10% of the Indemnity Base (the “Cap”), provided that clauses (i), (ii) and (iii) shall not apply to pay, perform Losses arising out of the inaccuracy or otherwise promptly discharge breach of any Parent Liabilities Fundamental Representations. Notwithstanding anything to the contrary contained herein, other than in accordance with their terms, whether prior to, on or after the Effective Time; case of; (cx) any breach amounts payable pursuant to Section 2.09, (y) Willful Breach or (z) actual and intentional fraud by Parent or any other member of its Affiliates, Parent shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to this Agreement (including, for this purpose, in respect of the Parent Group of this Agreement inaccuracy or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit breach of any member Parent Fundamental Representations) in a cumulative aggregate amount exceeding the Indemnity Base. For the avoidance of the Parent Group by doubt, nothing set forth in this Section 10.02 shall in any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement way limit or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in modify Parent’s name in the Form 10payment obligations pursuant to Section 2.09, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) any, which shall be determined solely based on the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoprovisions of Section 2.09.

Indemnification by Parent. Except (a) Parent and its successors and assigns shall indemnify the Company Shareholders (and the Company, with respect to claims made for indemnity if the Closing does not occur) and their respective successors, executors, administrators, trustees, estates, heirs and permitted assigns (each, a “Shareholder Indemnified Party” and, collectively, the “Shareholder Indemnified Parties”) in respect of, and hold them harmless against, any and all Losses sustained, incurred or suffered by the Company Shareholders or any other Shareholder Indemnified Party resulting from, relating to or constituting: (i) fraud or intentional misrepresentation by Parent of any of Parent’s representations or warranties under this Agreement or in the Parent Disclosure Schedule, or any Exhibit or certificate delivered under this Agreement; (ii) the failure of any representation or warranty made by Parent in this Agreement, the Parent Disclosure Schedule, or any Exhibit or certificate delivered by Parent to the Company pursuant to this Agreement to be true and correct as otherwise of the date of this Agreement or as of the Closing Date with the same effect as though such representation or warranty had been made on and as of the Closing Date, except to the extent such representation or warranty specifically set forth relates to a date prior to the Closing Date (in which case such representation or warranty shall be true and correct as of such prior date); and (iii) any failure to perform any covenant or agreement of Parent contained in this Agreement or in any Ancillary Agreement, agreement or instrument furnished by Parent to the fullest extent permitted by LawCompany pursuant to this Agreement. (b) Claims described in Section 9.5(a) are collectively referred to herein as “Shareholder Indemnifiable Claims” and Losses in respect of any such claims are referred to as “Shareholder Indemnifiable Losses.” (c) In order to satisfy the Parent’s indemnity obligations for Shareholder Indemnifiable Claims, Parent shall, the Company and the Company Shareholders shall cause have the other members of right to proceed against the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and to set off Shareholder Indemnifiable Claims against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of amounts owed by the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates Company or the Company Shareholders or to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and exercise all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCosuch rights.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Parent agrees to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCoeach Holder of Registrable Securities, its officers, directors, agents, trustees, stockholders, beneficiaries and each member person who controls such Holder (within the meaning of Section 15 of the SpinCo Group and each of their respective past, present and future directors, officers, employees Securities Act or agents, in each case in their respective capacities as such, and each Section 20 of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”Exchange Act), from against all losses, claims, damages, liabilities and against expenses (including reasonable attorneys' fees, disbursements and expenses) incurred by such party pursuant to any and all Liabilities of the SpinCo Indemnitees relating toactual or threatened action, suit, proceeding or investigation arising out of or resulting from, directly or indirectly, any of the following items based upon (without duplication): (ai) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach violation by Parent (or any other member of the Parent Group of this Agreement its officers, directors, employees, agents, representatives or any of the Ancillary Agreements; (dcontrolling persons) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member Federal or state law, rule or regulation applicable to Parent and relating to any action or inaction by Parent (or such other person) in connection with the offer and sale of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and Registrable Securities (eii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing or (iii) 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 or a preliminary Prospectus, in light of the circumstances then existing) not misleading, except in each case 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 information with respect to statements made explicitly such indemnified party furnished in Parent’s name in writing to Parent by such indemnified party expressly for use therein. In connection with an underwritten offering, Parent will indemnify the Form 10underwriters thereof, their officers, directors, agents, trustees, stockholders and each person who controls such underwriters (within the Information Statement (meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that provided above with respect to the statements set forth on Schedule 4.3(e) shall be indemnification of the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoHolders of Registrable Securities.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend will indemnify and hold harmless SpinCoeach Seller, such Seller’s directors, officers and partners and each member other Person, if any, who controls such Seller within the meaning of the SpinCo Group and each of their respective past, present and future directors, officers, employees Securities Act or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing Exchange Act (collectively, the “SpinCo IndemniteesSeller Indemnified Parties”), from and against any and all Liabilities losses, claims, damages or liabilities, joint or several, and expenses to which the Parent Indemnified Parties, or any of the SpinCo Indemnitees relating tothem, arising may become subject, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or resulting from, directly or indirectly, any of the following items are based upon (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ex) any untrue statement or alleged untrue statement of a any material fact contained in the Parent Registration Statement, any preliminary, final or summary prospectus included therein, or any amendment or supplement thereto, or (y) 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, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished and Parent will reimburse such Parent Indemnified Parties for any amendments or supplements thereto) legal or any other Disclosure Documentexpenses reasonably incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding; it being agreed provided, that Parent shall not be liable to any Seller, such Seller’s directors, officers or partners or any Person, if any, who controls such Seller within the statements set forth meaning of the Securities Act or the Exchange Act 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 upon (i) any actual or alleged untrue statement in or any actual or alleged omission from, the Parent Registration Statement or amendment or supplement thereto or any preliminary, final or summary prospectus, in reliance upon and in conformity with written information furnished by or on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name behalf of such Seller to Parent specifically for use in the Form 10preparation thereof, the Information Statement (ii) any actual or alleged untrue statement of a material fact or any other Disclosure Documentactual or alleged omission of a material fact required to be stated in any preliminary prospectus if such Seller sells Registered Shares to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Parent had previously furnished copies thereof to such Seller or its representatives and all other information contained such final prospectus, as then amended or supplemented, corrected any such misstatement or omission or (iii) the use of any preliminary, final or summary prospectus by or on behalf of such Seller after Parent has notified such Seller, in accordance with Section 2.1(iv), that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein, in the Form 10light of the circumstances under which they were made, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinConot misleading.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementParent agrees to indemnify and reimburse, to the fullest extent permitted by Law, Parent shall, Purchasers and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective pastemployees, present and future directorsadvisors, agents, representatives, officers, employees or agents, in each case in their respective capacities as such, and directors and each Person who controls a Purchaser (within the meaning of the heirs, executors, successors and assigns of any of Securities Act or the foregoing Exchange Act) (collectively, the “SpinCo Indemnitees”"Purchaser Affiliates") (as the case may be), from and against any and all Liabilities of the SpinCo Indemnitees relating tolosses, claims, damages, liabilities, judgments and expenses, joint or several (including reasonable attorneys' fees and disbursements, subject to Section 2.6(c)) based upon, arising out of of, related to or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) from any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or any omission or alleged omission to state 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, with respect to statements made explicitly in Parent’s name in misleading or any violation or alleged violation by Parent of the Form 10Securities Act, the Information Statement Exchange Act or any state securities laws (including any rule or regulation promulgated thereunder) and shall reimburse each Purchaser, such Purchaser's employees, advisors, agents, representatives, officers, and directors, such participating person or controlling person (as amended the case may be) for any legal or supplemented if SpinCo other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that Parent shall have not be liable in any such case to the extent that such statements are made in reliance upon and in conformity with information furnished in writing to Parent by any Purchaser or any Purchaser Affiliate for use therein or arise from any Purchasers' or any Purchaser Affiliate's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto) thereto after Parent has furnished such Purchaser or any other Disclosure Documentsuch Purchaser Affiliate with a sufficient number of copies of the same; it being agreed provided, further, that the statements set forth on Schedule 4.3(eindemnity agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Parent which consent shall not be unreasonably withheld, conditioned or delayed; and provided further that the only statements made explicitly in Parent’s name in indemnification shall not apply to losses, claims, damages or liabilities attributable to a failure of a Purchaser, underwriter or other Person acting on the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed Purchaser's behalf to be information supplied by SpinCocomply with a Blockage Notice.

Indemnification by Parent. Except as otherwise specifically set forth (a) Subject to the terms and conditions of this Article VIII, the Stockholders and holders of Seller Stock Options shall be indemnified and held harmless by the Parent in respect of any and all damages, losses, liabilities, monetary damages, fines, fees, penalties, actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively, a “Stockholder Loss”) incurred or suffered by the Stockholders or holders of Seller Stock Options (“Stockholder Indemnitees”) resulting from or constituting: (1) all liabilities, damages or claims incurred or accrued against Parent, Merger Sub or the Surviving Corporation arising out of the business activities of the Surviving Corporation after the Effective Time, other than those arising out of or in connection with any breach, violation or nonperformance covered by Section 8.02; (2) any breach or violation by Parent or Merger Sub of any of their respective representations or warranties contained in this Merger Agreement or in any Ancillary document, certificate or schedule required to be furnished pursuant to this Merger Agreement; and (3) any breach, to the fullest extent permitted violation or nonperformance by Law, Parent shall, and shall cause the other members or Merger Sub of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each any of their respective pastcovenants or agreements contained in this Merger Agreement or in any document, present and future directors, officers, employees certificate or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability;schedule required to be furnished pursuant to this Merger Agreement. (b) Notwithstanding the above Section 8.03(a), (i) Parent shall not have any failure obligation to indemnify the Stockholders with respect to clause (3) above (i) until the Stockholders have suffered Stockholders’ Loss by reason of Parentall such breaches in excess of $100,000 in which case the indemnity shall be from the first dollar of Stockholders’ Loss, and (ii) to the extent the Stockholders’ Loss by reason of all such breaches exceeds $4,500,000 (after which point Parent will have no obligation to indemnify the Stockholders from, against and with respect to further such Parent Loss, except that any other member claim or portion thereof based upon any cases of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach fraud committed by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to Merger Sub may be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCopursued).

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoSysorex, each member of the SpinCo Sysorex Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Sysorex Indemnitees”), from and against any and all Liabilities of the SpinCo Sysorex Indemnitees (including for their own contributory negligence) relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):); provided, however, that Parent shall have no obligation to indemnify any of the Sysorex Indemnitees with respect to any matter to the extent that such party has engaged in any intentional misconduct, wrongdoing, fraud or misrepresentation: (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Sysorex Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Sysorex Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo Sysorex shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementParent agrees to indemnify and hold ------------------------- harmless, to the fullest extent permitted by Lawlaw, Parent shall, and shall cause the other members each of the Parent Group to, indemnify, defend and hold harmless SpinCoHolders of any Registrable Securities covered by a registration statement that has been filed with the SEC pursuant to this Agreement, each member other person, if any, who controls such Holder within the meaning of the SpinCo Group Securities Act or the Exchange Act, and each of their respective pastdirectors, present partners (general and future directorslimited), stockholders, members, managers, officers, employees and agents and any broker or agentsdealer selling Registrable Securities on behalf of a Holder, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing follows: (collectively, the “SpinCo Indemnitees”), from and i) against any and all Liabilities of the SpinCo Indemnitees relating toloss, liability, claim, damage, cost or expense (other than amounts paid in settlement) incurred by such Holder arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or in any preliminary prospectus or prospectus included therein (or any amendment or supplement thereto) or the omission or alleged omission to state therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage, cost or expense incurred by such Holder to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, in each case whether commenced or threatened, or of any claim whatsoever, that arises out of or is based upon any such untrue statement or omission or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Parent (which consent shall not be unreasonably withheld or delayed); and (iii) against any and all expense incurred by such Holder in connection with investigating, preparing or defending against any litigation or any investigation or proceeding by any governmental agency or body, in each case whether commenced or threatened in writing, or against any claim whatsoever, that arises out of or is based upon any such untrue statement or omission or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that this indemnity does not apply to any loss, liability, claim, damage, cost or expense to the extent arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to Parent by or on behalf of such Holder expressly for use in the preparation of any registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or in any preliminary prospectus or prospectus included therein (or any amendment or supplement thereto); and provided further, however, that Parent will not be liable to any Holder (or any other indemnified person) under the indemnity agreement in this Section 9, with respect to statements any prospectus to the extent that any such loss, liability, claim, damage, cost or expense of such Holder (or other indemnified person) results from the fact that such Holder sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final or amended prospectus, if Parent has previously and timely furnished copies thereof to such Holder, and if such final or amended prospectus would have corrected such untrue statement or omission. Such indemnity shall remain in full force and effect regardless of any investigation made explicitly in Parent’s name in the Form 10, the Information Statement (as amended by or supplemented if SpinCo shall have furnished any amendments or supplements thereto) on behalf of such Holder or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Documentperson eligible for indemnification under this Section 9, and all other information contained in shall survive the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied transfer of such securities by SpinCosuch selling Holder.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Parent shall have an obligation to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group Company Member and each of their respective past, present and future directors, officers, employees or trustees, employees, agents, in each consultants, advisors, Representatives and equity holders, heirs and immediate family members (as the case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing may be) (collectively, the “SpinCo IndemniteesCompany Indemnified Persons” and together with the Parent Indemnified Persons, “Indemnified Persons”), ) from and against against, and will pay to the Company Indemnified Persons any and all Liabilities of documented and out-of-pocket costs or expenses (including without limitation, reasonable attorneys’ fees), judgments, levies, losses, damages, fines, and penalties (collectively, “Indemnifiable Amounts”) incurred or suffered by the SpinCo Indemnitees relating to, Company Indemnified Persons arising out of of, relating to or resulting from, directly or indirectly, from any of the following items (without duplication): following: (a) any breach of any representation or warranty of Parent Liability; or Merger Sub contained in this Agreement (as modified by the Parent Disclosure Schedule); (b) any the failure of Parent, Parent or Merger Sub to perform any other member of the Parent Group agreement or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; post-Closing covenant required by this Agreement; (c) any claims by (A) any then current or former holder or alleged then-current or former holder of any Parent securities, arising out of, resulting from or in connection with (I) the Transactions or this Agreement, or (II) such Person’s status or alleged status as a holder of Parent securities at any time at or prior to the Closing, whether for breach by of fiduciary duty or otherwise or (B) any Person to the effect that such Person is entitled to any Parent securities or any other member payment in connection with the Transactions by virtue of such Parent securities; and (d) any legal Proceeding relating to any inaccuracy, breach, claim or expense of the type referred to in the preceding clauses (a) through (c); provided that this Section shall not apply to any claim subject to Section 2.4. Notwithstanding the foregoing, in no event shall Parent Group have any liability to a Company Indemnified Person with respect to a breach of representation, warranty or covenant under this Agreement or any of the Ancillary Agreements; (d) except other Transaction Document to the extent it relates that Company or any Company Member party to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit this Agreement knew of any member such breach as of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoClosing Date.

Indemnification by Parent. Except as otherwise specifically set forth in In connection with any Registration of Registrable Securities pursuant to Section 5 of this Agreement or in any Ancillary Agreement, Parent agrees to indemnify and hold harmless, to the fullest full extent permitted by Lawlaw, Parent shall, and shall cause the other members each of the Parent Group to, indemnify, defend and hold harmless SpinCoInvestors, each member of their respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the SpinCo Group foregoing Persons, each of their respective employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing Representatives (collectively, the “SpinCo IndemniteesInvestor Indemnified Persons” and each, an “Investor-Indemnified Person”), ) from and against any and all Liabilities losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of the SpinCo Indemnitees relating toinvestigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or resulting from, directly or indirectly, any of the following items based upon (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ei) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein), any Issuer Free Writing Prospectus or amendment or supplement thereto, or any other disclosure document produced by or on behalf of Parent or any of its Subsidiaries including reports and other documents filed under the Exchange Act, (ii) 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, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, (iii) any violation or alleged violation by Parent of any federal, state or common law rule or regulation applicable to Parent or any of its Subsidiaries in connection with any such Registration, qualification, compliance or sale of Registrable Securities, (iv) any failure to Register or qualify Registrable Securities in any state where Parent or its agents have affirmatively undertaken or agreed in writing that Parent (the undertaking of any underwriter being attributed to Parent) will undertake such Registration or qualification on behalf of the Investors of such Registrable Securities (provided, that in such instance Parent shall not be so liable if it has undertaken its reasonable best efforts to so Register or qualify such Registrable Securities) or (v) any actions or inactions or proceedings in respect of the foregoing whether or not such Indemnified Person is a party thereto, and Parent will reimburse, as incurred, each such Investor Indemnified Person for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that Parent shall not be liable to any particular Investor Indemnified Person to the extent that any such Loss arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to Parent by such Investor Indemnified Person expressly for use in the preparation thereof or (B) an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or supplemented) that would have cured the defect was furnished to the Investor Indemnified Person from whom the Person asserting the claim giving rise to such Loss purchased Registrable Securities at least five (5) Business Days prior to the written confirmation of the sale of the Registrable Securities to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or given by or on behalf of such Investor Indemnified Person to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. This indemnity shall be in addition to any liability Parent may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Investor or any Investor Indemnified Person and shall survive the transfer of such securities by such Investor. Parent shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to statements made explicitly in Parent’s name in the Form 10, indemnification of the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoInvestor Indemnified Persons.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Parent agrees to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCoVPVP and each Person, each member if any, who controls VPVP within the meaning of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing Act (collectively, the “SpinCo VPVP Indemnitees”), from and against any and all Liabilities of losses, claims, damages, liabilities or expenses to which the SpinCo VPVP Indemnitees relating tomay become subject, arising under the Act, the Exchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or resulting from, directly or indirectly, any of the following items are based upon (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (ei) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434 of the Rules and Regulations, or the Prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations, or filed as part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required (the “Prospectus”), or any amendment or supplement thereto; (ii) the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them, in light of the circumstances under which they were made, not misleadingmisleading or (iii) any failure of Parent to perform its obligations under this Agreement, and shall reimburse the VPVP Indemnitees for any legal and other expenses as such expenses are reasonably incurred by the VPVP Indemnitees in connection with respect investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that Parent shall not be liable in any such case (a) to statements the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made explicitly in Parent’s name in the Form 10Registration Statement, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) Prospectus or any other Disclosure Document; it being agreed that amendment or supplement of the statements set forth Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to Parent by or on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name behalf of VPVP expressly for use in the Form 10, the Information Registration Statement or any other Disclosure Document, the Prospectus or (ii) the failure of VPVP to comply with the covenants and all other information agreements contained in Section 6.3 hereof respecting resale of Registrable Shares or (iii) any untrue statement or omission of a material fact in any Prospectus that is corrected in any subsequent Prospectus that was delivered to VPVP before the Form 10pertinent sale or sales by VPVP or (b) for any amount paid in settlement of any such loss, claim, damage, liability, expense or action if such settlement is effected without the Information Statement or any other Disclosure Document consent of Parent, which consent shall not be deemed to be information supplied by SpinCounreasonably withheld.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, (a) Parent agrees to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCo, each member of the SpinCo Buyer Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), Member from and against any and all Liabilities Losses and Expenses incurred by such Buyer Group Member in connection with or arising from: (i) any breach or alleged breach by either Parent or MedSurg of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):its covenants in this Agreement; (aii) any failure of either Parent or MedSurg to perform any of its obligations in this Agreement; (iii) any breach or alleged breach of any warranty or the inaccuracy of any representation of Parent contained or referred to in this Agreement or any certificate delivered by or on behalf of Parent pursuant hereto; (iv) the failure of Parent to comply with any applicable bulk sales law, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities; or (v) the failure of Parent to perform or cause to be performed any Excluded Liability;. (b) The indemnification provided for in Section 11.1(a)(iii) shall terminate five years after the Closing Date (and no claims for indemnification hereunder shall be made by any failure Buyer Group Member under Section 11.1(a)(iii) thereafter), except that the indemnification by Parent shall continue as to: (i) any Losses or Expenses of Parent, which any other member of the Buyer Group Member has notified Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, the requirements of Section 11.3 on or after prior to the Effective Timedate such indemnification would otherwise terminate in accordance with this Section 11.1, as to which the obligation of Parent shall continue until the liability of Parent shall have been determined pursuant to this Article XI, and Parent shall have reimbursed all Buyer Group Members for the full amount of such Losses and Expenses in accordance with this Article XI; (cii) any breach by Parent or any other member the representations and warranties contained in Section 5.7, Section 5.18 and Section 5.23, which shall survive until 90 days after the expiration of the Parent Group all applicable statutes of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distributionlimitation; and (eiii) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, representations and all other information warranties contained in the Form 10Section 5.17, the Information Statement or any other Disclosure Document which shall be deemed to be information supplied by SpinCosurvive indefinitely.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCoeach Company Stockholder whose Shares of Parent Common Stock are included in any registration pursuant to Section 2.4(a) or (b) hereof (any such included shares, each member of the SpinCo Group and each of their respective past"REGISTRABLE SECURITIES"), present and future directors, its officers, employees or agentsmanagers, in each case in their respective capacities as suchdirectors and partners, and each of the heirs, executors, successors and assigns controlling person of any of the foregoing foregoing, against all claims, losses, damages and liabilities (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, or actions in respect thereof) arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) based on: any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering, circular, or other document relating to such Registrable Securities (or in any related registration statement, notification or the like) or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or, in connection with respect to statements made explicitly in Parent’s name in any such registration, any violation by Parent of the Form 10Securities Act, or the Information Statement (Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or supplemented if SpinCo shall have any applicable state securities laws, or any rule or regulation promulgated thereunder, and will reimburse each such Company Stockholder, each of its officers, managers, directors and partners, and each such underwriter and controlling person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, whether or not resulting in liability; provided, however, that Parent will not be liable in any such case to the extent that any such claim, loss, damage or liability (i) arises out of or is based on any untrue statement or omission based upon and in conformity with written information furnished to Parent by such Company Stockholder or underwriter specifically for use therein, or (ii) results solely from the failure of such Company Stockholder to deliver a copy of the registration statement, prospectus, offering circular or any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCothereto after Parent has furnished such Company Stockholder with a reasonable number of copies thereof.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to To the fullest extent permitted by Lawlaw, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCothe Holder, each member of the SpinCo Group and each of their respective past, present and future directorspartners, officers, employees or agents, in each case in their respective capacities as suchand directors of the Holder, and each Person who controls the Holder (within the meaning of Section 15 of the heirs, executors, successors and assigns of any Securities Act or Section 20 of the foregoing (collectively, the “SpinCo Indemnitees”), Exchange Act) from and against any and all Liabilities losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses") to which such Person may become subject under the SpinCo Indemnitees relating toSecurities Act, arising the Exchange Act or other federal or state law insofar as such Losses arise out of or resulting from, directly or indirectly, are based upon any of the following items (without duplication): statements, omissions or violations by Parent (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus or any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, or (b) any violation or alleged violation by Parent in connection with respect the offering covered by the Registration Statement under the Securities Act, the Exchange Act, any state Securities laws and any regulations promulgated thereunder; except to statements the extent that such untrue statements, omissions or violations (i) are made explicitly in Parent’s name reliance upon and in conformity with written information furnished by the Holder or the partners officers, directors or controlling persons of the Holder expressly for use therein, or (ii) in the Form 10case of a Suspension Period, that relate to the Information Statement (as amended use by the Holder of an outdated or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed defective prospectus after Parent has notified the Holder in writing that the statements set forth on Schedule 4.3(e) shall be prospectus is outdated or defective and prior to the only statements made explicitly receipt by the Holder of the notification contemplated in Parent’s name in Section 2.2(f)(v); provided, however, that the Form 10, the Information Statement or any other Disclosure Document, and all other information indemnity agreement contained in this Section 3.1 shall not apply to Losses for amounts paid in settlement of any such Losses, if such settlement is effected without the Form 10consent of Parent, the Information Statement which consent shall not be unreasonably withheld, conditioned or any other Disclosure Document shall be deemed to be information supplied by SpinCodelayed.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementParent agrees to indemnify the Holders and, to the fullest extent permitted by Lawif a Holder is a Person other than an individual, Parent shallsuch Holder's officers, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officersemployees, employees or agents, in each case in their respective capacities as suchrepresentatives and Affiliates, and each Person, if any, that controls a Holder within the meaning of the heirsSecurities Act, executorsand each other Person, successors and assigns if any, subject to liability because of any of the foregoing his, her or its connection with a Holder (collectivelyeach, the “SpinCo Indemnitees”an "Indemnitee"), from and against any and all Liabilities losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of the SpinCo Indemnitees relating toattorneys and other professionals), joint or several, arising out of or resulting from, directly or indirectly, based upon any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach violation by Parent of any rule or any other member regulation promulgated under the Securities Act applicable to Parent and relating to action or inaction required of Parent under the Parent Group terms of this Agreement or in connection with any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo LiabilityRegistration Statement or Prospectus, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, with respect that Parent shall not be liable to statements made explicitly in Parent’s name such Indemnitee or any Person who participates as an underwriter in the Form 10, the Information Statement (as amended offering or supplemented if SpinCo shall have furnished any amendments or supplements thereto) sale of Registrable Shares or any other Disclosure Document; it being agreed Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that the statements set forth on Schedule 4.3(eany such loss, claim, damage, liability (or action or proceeding in respect thereof) shall be the only statements or expense arises out of or is based upon (a) an untrue statement or alleged untrue statement or omission or alleged omission (1) made explicitly in Parent’s name in the Form 10, the Information such Registration Statement or in any other Disclosure Document, such Prospectus in reliance upon and all other in conformity with information contained regarding such Indemnitee or its plan of distribution or ownership interests which was furnished in the Form 10, the Information writing to Parent pursuant to an Investor Questionnaire or otherwise expressly for use in connection with such Registration Statement or the Prospectus contained therein by such Indemnitee, (2) made in any other Disclosure Document preliminary prospectus if the Holder failed to deliver or make available (in a manner permitted by applicable securities laws to constitute delivery) a copy of the Prospectus with or prior to delivery of written confirmation of the sale by the Holder to the party asserting the claim and such Prospectus would have corrected such untrue statement or admission or (3) made in any Prospectus if any untrue statement or omission was corrected in an amendment or supplement to such Prospectus delivered to the Holder prior to the sale of Registrable Shares and the Holder failed to deliver or make available (in a manner permitted by applicable securities laws to constitute delivery) such amendment or supplement prior to or concurrently with the sale of Registrable Shares to the party asserting the claim or (b) any sales by any Holder after the delivery by Parent to such Holder of a Suspension Notice and before the delivery by Parent of an End of Suspension Notice. The indemnity provided for herein shall be deemed to be information supplied remain in full force and effect regardless of any investigation made by SpinCoor on behalf of any Indemnitee.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement with respect to ------------------------- claims for proceeds of Policies or in any Ancillary Agreementother amounts received, which shall be governed by Section 3.06 and Section 4.03, and subject to the fullest extent permitted by Lawprovisions of this Article IV, Parent shall, and shall cause with effect from the other members of the Parent Group to, Distribution Date indemnify, defend and hold harmless SpinCoNew Xxxxxxxx, each member Affiliate of the SpinCo Group New Xxxxxxxx and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and agents and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo "New Xxxxxxxx Indemnitees”), ") from and against any and all Liabilities damage, loss, liability, obligation, debt, claim, demand, cost and expense of the SpinCo Indemnitees whatever nature (including, without limitation, reasonable attorneys' fees and expenses in connection with any and all pending or threatened actions, suits, arbitrations, inquiries, proceedings or investigations by or before any court, any governmental or other regulatory or administrative agency, body or commission or any other tribunal) (collectively, "Indemnifiable Losses") relating to, arising out of, by reason of or resulting from, directly or indirectly, any of the following items (without duplication):otherwise in connection with: (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group Liabilities (including the failure by Parent or any other Person of its Affiliates to pay, perform or otherwise promptly discharge any in due course such Parent Liabilities in accordance with their terms), whether prior toany such Indemnifiable Losses relate to or arise from events, occurrences, actions, omissions, facts or circumstances occurring, existing or asserted before, on or after the Effective TimeDistribution Date; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (eb) any untrue statement or alleged untrue statement of a material fact contained in any of the U.S. Filings, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, ; but only in each case with respect to statements made explicitly information provided by Parent relating to the Parent Group or Parent contained in Parent’s name or omitted from the U.S. Filings; (c) any untrue, inaccurate or misleading statement or alleged untrue, inaccurate or misleading statement contained in any of the Form 10U.K. Filings, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that omission or alleged omission to state therein any matter required to be stated therein in accordance with the provisions of Sections 146 and 147 of the Financial Services Act of 1986 or necessary to make the statements set forth therein, in light of the circumstances under which they were made, not untrue, inaccurate or misleading; but only in each case with respect to information provided by Parent relating to the Parent Group or Parent contained in or omitted from the U.K. Filings; (d) the Xxxxxxxx Guarantee Obligations whether any such Indemnifiable Losses relate to or arise from events, occurrences, actions, omissions, facts or circumstances occurring, existing or asserted before, on Schedule 4.3(eor after the Distribution Date; and (e) the enforcement by the New Xxxxxxxx Indemnitees of their rights to be indemnified, defended and held harmless under this Agreement. Notwithstanding anything in this Section 4.01 to the contrary, Indemnifiable Losses shall not cover liabilities for Taxes, which shall be governed exclusively by the only statements made explicitly in Parent’s name in the Form 10Tax Allocation Agreement, the Information Statement or any other Disclosure Documentclaims, debts, liabilities and all other information contained in the Form 10obligations arising from smoking and health or fire safe cigarette matters, the Information Statement or any other Disclosure Document which shall be deemed to be information supplied governed exclusively by SpinCothe Indemnification Agreement.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCoBIG Token, each member of the SpinCo BIG Token Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Company Indemnitees”), from and against any and all Liabilities of the SpinCo Company Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Separation Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo BIG Token Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo BIG Token Group that survives following the DistributionSeparation; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name all information (i) provided by Parent to BIG Token or Company specifically for inclusion in the Form 10Company’s annual or quarterly or current reports following the date of the Separation to the extent (A) such information pertains to (x) a member of the Parent Group or (y) the Parent Business or (B) BIG Token has provided written notice to Parent that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the Information Statement information is included in such annual or quarterly or current reports; provided, that this subclause (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(eB) shall be not apply to the only statements made explicitly extent that any such Liability arises out of or results from, or in connection with, any action or inaction of any member of the BIG Token Group, including as a result of any misstatement or omission of any information by any member of the BIG Token Group to Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Parent. Except as otherwise specifically set forth Parent shall indemnify and hold harmless each Investor and (without duplication of remedies) Newco from and against all damages, losses, claims, liabilities and obligations, costs and expenses (including attorneys' fees) ("Losses") arising in this any way out of or related to (i) the breach by Parent, Newco, Motient Communications, Sub or Parent Sub of any representation or warranty made to the Investors by Parent, Newco LLC, Newco, Motient Communications, Sub or Parent Sub herein or in any Ancillary Agreement or in any document delivered pursuant hereto or thereto, or (ii) the breach by Parent, Newco, Motient Communications, Sub, or Parent Sub of any covenant or agreement contained herein or in any Ancillary Agreement, to the fullest extent permitted by Law, Agreement or in any document delivered pursuant hereto or thereto. Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), TMI from and against all Losses arising in any and all Liabilities of the SpinCo Indemnitees relating to, arising way out of or resulting from, directly or indirectly, any of related to (i) the following items (without duplication): (a) any Parent Liability; (b) any failure of breach by Parent, Sub or Parent Sub of any other member of representation or warranty made to TMI by Parent, Sub or Parent Sub herein or in any Ancillary Agreement or in any document delivered pursuant hereto or thereto, or (ii) the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent, Sub, or Parent Sub of any covenant or agreement contained herein or in any other member of the Parent Group Ancillary Agreement or in any document delivered pursuant hereto or thereto. For purposes of this Agreement Section 10.11(b), and 10.11(f) below, the terms "material" and "Material Adverse Effect", and other materiality qualifiers in the representations and warranties contained herein or any of in the Ancillary Agreements; (d) except to the extent it relates to a SpinCo LiabilityAgreements and in any documents delivered pursuant hereto or thereto, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to refer to matters, and groups of related matters, that have a financial or economic impact, or are capable of having a financial or economic impact, of US$100,000 or more. For purposes of the foregoing sentence, matters shall be information supplied by SpinCoconsidered to be within "groups of related matters" if they relate to any given Section of the representations and warranties. (For purposes of illustration only, Section 4.6 would be deemed to be breached if Parent had failed to disclose a liability of US$25,000 and a liability of US$90,000, but not if Parent had failed to disclose seven liabilities of US$10,000 each.).

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCo, each member holder of Registrable Securities included in the SpinCo Group Registration Statement and each of their respective past, present and future directors, its officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executorsdirectors, successors and assigns assigns, against any Losses, obligations, claims, damages, Liabilities, contingencies, judgments, fines, penalties, charges, costs (including court costs, reasonable attorneys’ fees and costs of any of the foregoing defense and investigation), amounts paid in settlement or expenses, joint or several (collectively, “Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the “SpinCo Indemnitees”)foregoing by or before any court or governmental, from and against administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto, to which any and all Liabilities of the SpinCo Indemnitees relating tothem may become subject insofar as such Claims (or actions or proceedings, arising whether commenced or threatened, in respect thereof) arise out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and shall reimburse such holder of Registrable Securities included in such Registration Statement, and each such officer, director, successor or assign and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with respect investigating or defending any such Claim or action; provided, however, that Parent shall not be liable in any such case if and to statements the extent that any such loss, Claim, damage or Liability arises out of or is based upon (A) a breach of representation or warranty made explicitly by the Representative in Parent’s name or pursuant to this Agreement or (B) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) Representative or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly such controlling Person in Parent’s name writing specifically for use in the Form 10, the Information such Registration Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoprospectus.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to To the fullest extent permitted by Lawlaw, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCothe Holder, each member of the SpinCo Group and each of their respective past, present and future directorspartners, officers, employees or agents, in each case in their respective capacities as suchand directors of the Holder, and each Person who controls the Holder (within the meaning of Section 15 of the heirs, executors, successors and assigns of any Securities Act or Section 20 of the foregoing (collectively, the “SpinCo Indemnitees”), Exchange Act) from and against any and all Liabilities losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”) to which such Person may become subject under the SpinCo Indemnitees relating toSecurities Act, arising the Exchange Act or other federal or state law insofar as such Losses arise out of or resulting from, directly or indirectly, are based upon any of the following items (without duplication): statements, omissions or violations by Parent (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus or any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, or (b) any violation or alleged violation by Parent in connection with respect the offering covered by the Registration Statement under the Securities Act, the Exchange Act, any state Securities laws and any regulations promulgated thereunder; except to statements the extent that such untrue statements, omissions or violations (i) are made explicitly in Parent’s name reliance upon and in conformity with written information furnished by the Holder or the partners officers, directors or controlling persons of the Holder expressly for use therein, or (ii) in the Form 10case of a Suspension Period, that relate to the Information Statement (as amended use by the Holder of an outdated or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed defective prospectus after Parent has notified the Holder in writing that the statements set forth on Schedule 4.3(e) shall be prospectus is outdated or defective and prior to the only statements made explicitly receipt by the Holder of the notification contemplated in Parent’s name in Section 2.2(f)(v); provided, however, that the Form 10, the Information Statement or any other Disclosure Document, and all other information indemnity agreement contained in this Section 3.1 shall not apply to Losses for amounts paid in settlement of any such Losses, if such settlement is effected without the Form 10consent of Parent, the Information Statement which consent shall not be unreasonably withheld, conditioned or any other Disclosure Document shall be deemed to be information supplied by SpinCodelayed.

Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementParent and its Affiliates, to the fullest extent permitted by Lawon behalf of themselves and their respective successors and assigns, Parent shall, and shall cause the other members of the Parent Group hereby agrees to, indemnifyjointly and severally, defend indemnify the Shareholders and hold harmless SpinCo, each member of the SpinCo Group and each of their respective pastAffiliates, present and future shareholders, directors, officers, employees or partners, employees, agents, in each case in their respective capacities as such, and each of the heirs, executorsrepresentatives, successors and permitted assigns of any of the foregoing (collectively, the “SpinCo IndemniteesShareholder Indemnified Parties”), ) and save and hold each of them harmless from and against and pay on behalf of or reimburse the Shareholder Indemnified Parties as and when incurred for any and all Liabilities of the SpinCo Indemnitees relating Losses which any Shareholder Indemnified Party may suffer, sustain or become subject to, in connection with, incident to, resulting from or arising out of or resulting fromin any way relating to or by virtue of, directly or indirectly, any of the following items (without duplication):: (a) any breach of any representation or warranty made by Parent, Intermediate Parent Liabilityor Merger Sub in this Agreement, including the schedules and exhibits, certificates or other instruments or documents furnished to the Company by Parent, Intermediate Parent or Merger Sub in connection herewith; (b) any failure nonfulfillment or breach of any covenant or agreement on the part of Parent, any Intermediate Parent or Merger Sub under this Agreement or other member of instruments or documents delivered by Parent or Merger Sub as specifically required in connection herewith, including, without limitation, the Transaction Documents, furnished to the Company by Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective TimeMerger Sub; (c) any breach by Parent claim for payment of fees, expenses or other Liabilities owed to Parent’s, Intermediate Parent’s or Merger Sub’s legal or financial professionals or any other member of broker or finder in connection with the Parent Group origin, negotiation, execution or consummation of this Agreement based upon any alleged agreement between the claimant and Parent, Intermediate Parent or Merger Sub, or any Affiliate of any of the Ancillary Agreementsforegoing; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification Losses resulting from any fraudulent misrepresentation contained herein or contribution obligation, surety bond or in any other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the DistributionTransaction Documents; andor (e) any untrue statement Losses resulting from the operation of the Business after the Closing Date; or (f) any Losses arising out of or alleged untrue statement directly resulting from the inclusion of Intermediate Parent as a material fact or omission or alleged omission party to state a material fact required to be stated therein or necessary to make this Agreement and the statements therein not misleadingtransactions contemplated hereby; provided, with respect to statements made explicitly in Parent’s name in the Form 10however, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth foregoing indemnification will not apply to any Losses to the extent they are based upon or arise out of (i) any breach of this Agreement by the Shareholders, or (ii) bad faith, gross negligence or willful misconduct on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in part of the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCoShareholder Indemnified Parties.