Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. 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 amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of any untrue 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 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, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding a Holder or such other Indemnified Party (as 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 proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this Agreement.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, its the officers, directors, officers, agents and employeesemployees of it, each person or entity Person who controls such Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), ) and the officers, directors, officers, agents and employees of each such controlling persons or entitiesPerson, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and 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”"LOSSES"), as incurred, to the extent arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable SecuritiesRegistration Statement, any prospectus 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 of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding a such Holder furnished (or such other Indemnified Party (as defined belowin the case of an omission, not furnished) 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 thereinin 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 use by any 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 in SECTION 6(b), or (3) the failure of any Holder to deliver a prospectus prior to the confirmation of a sale. Parent shall notify each Holder the Holders promptly of the institution, threat or assertion of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) Proceeding of which Parent is aware in connection with the transactions contemplated by this Agreement.

Indemnification by Parent. Parent shall, notwithstanding any termination (a) Subject to the provisions of this AgreementArticle X and except with respect to indemnification for Taxes, indemnify effective as of and after the Closing Date, Parent shall indemnify, defend 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 amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entitiesharmless, to the fullest extent permitted by applicable law, from 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 lossesLosses incurred or suffered by any of the Purchaser Indemnified Parties to the extent based upon, claimsarising 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, damagesmaterial adverse effect, liabilitiesMaterial Adverse Effect, costs or similar materiality qualifications set forth in such representations and warranties (includingother 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, without limitationbut, costs for avoidance of preparation doubt, knowledge qualifications and attorneys’ feesdollar thresholds shall not be disregarded; (ii) and expenses the matters set forth in Section 3.21 of the Seller Disclosure Schedule; (collectively, “Losses”iii) any breach of any covenant or agreement by the Education Group (that is to be performed or complied with prior to the Closing), as incurred, arising out of any untrue or alleged untrue statement of a material fact Parent or Sellers that is contained in a registration statement covering the Registrable Securities, any prospectus or any form of prospectus this Agreement or in any amendment Ancillary Agreement delivered with respect hereto; (iv) any claim or supplement thereto right asserted or held by any person who is or at any time was an officer or director of any member of the Education Group, involving a right or entitlement to indemnification, advancement of expenses or any other relief or remedy under the directors and officers indemnification arrangements (as set forth in any preliminary prospectusSection 5.13), or arising out of or relating with respect to any act or omission on the part of such person in such person’s capacity as an officer or alleged omission director 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 member of the circumstances under which they were made) not misleading, except Education Group that occurred or existed at or prior to the extentClosing; (v) the Retained Employee Liabilities; (vi) the restricted stock unit award granted to Xxxxx X. Xxxxxxxxxx on July 2, but only 2012 (the “CEO RSU Award”); and (vii) any Liability of Parent or Sellers not related to the extent, that such untrue statements or omissions are based solely upon information regarding a Holder or such other Indemnified Party (as 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 proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition)Business, whether commenced such Liability arises before or threatened (a “Proceeding”) of which Parent after Closing, is aware in connection with the transactions contemplated by this Agreementknown or unknown, contingent or accrued.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holderthe Company, its directors, officers, agents and employees, each person or entity Person who controls such Holder the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and the directors, officers, agents and or employees of such controlling persons or entitiesPersons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising in each case to the extent and only to the extent, that such Losses arise solely out of or are based solely upon any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securitiesany Registration Statement, any prospectus Prospectus, or any form of prospectus 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 of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except misleading to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding a Holder or such other Indemnified Party (as defined below) Parent furnished in writing to the Company by or on behalf of Parent by such Holder expressly for use therein. In no event shall the liability of Parent shall notify each Holder promptly hereunder (together with any liability under Section 6(d)) be greater in amount than the dollar amount of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, the net proceeds received by Parent upon the sale of the Registrable Securities giving rise to such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this Agreementindemnification obligation.

Indemnification by Parent. Upon the registration of the Registrable Securities pursuant to Section 2, Parent shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each Electing Holder, its directors, officers, agents and employees, each of such Electing Holder's officers and directors and each person or entity who controls such Electing Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act of 1934, (each such person being sometimes referred to as amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and an "Indemnified Person") against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses damages or liabilities (collectively, “"Losses”"), joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as incurred, arising such Losses (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in a registration statement covering any Shelf Registration Statement under which such Registrable Securities are to be registered under the Registrable SecuritiesSecurities Act, any prospectus or any form of prospectus Prospectus contained therein or in furnished by Parent to any Indemnified Person, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or relating to any are based upon the omission or alleged omission of to state therein 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 theretothe Prospectus, in the light of the circumstances under which they were made) not misleading, except and Parent hereby agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that Parent shall not be liable to any such Indemnified Person in any such case to the extent, but only to the extent, extent that any such untrue statements Losses arise out of or omissions are based solely upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Shelf Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder any Holder, expressly for use therein. therein (the "Seller Information"); PROVIDED, FURTHER, that Parent shall notify each Holder promptly not be liable to any Indemnified Person on account of any actionsuch 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 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, claimor (B) (x) such untrue statement or alleged untrue statement, suit, investigation omission or proceeding alleged omission is corrected in an amendment or supplement to the Prospectus and (including, without limitation, an investigation y) having previously been furnished by or partial proceedingon behalf of Parent with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of a deposition), whether commenced or threatened (a “Proceeding”) of Registrable Security to the person asserting the claim from which Parent is aware in connection with the transactions contemplated by this Agreementsuch Losses arise.

Indemnification by Parent. (a) From and after the Closing, the Surviving LLC shall be indemnified and held harmless by 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 amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from for and against any and all losses, damages, claims, damagescosts and expenses, liabilitiesinterest, costs diminution in value from the enterprise value of the Surviving LLC and its Subsidiaries, taken as a whole, awards, judgments and penalties (including, without limitation, costs of preparation and including reasonable attorneys’ feesfees and expenses, but excluding any allocation of corporate overhead, internal legal department costs and other internal costs and expenses) and expenses suffered or incurred by it (collectivelyhereinafter, “Losses”), as incurred, arising out of any untrue 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 resulting from: (i) the breach of any representation or warranty made by Parent contained in this Agreement (other than the representations and warranties contained in Section 3.03(a)) or in the certificate delivered pursuant to Section 2.11(e); (ii) the breach of any (A) pre-Closing covenant or agreement by Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC or Medifax contained in this Agreement or (B) post-Closing covenant or agreement by Parent, Holdco 1 or Holdco 2 contained in this Agreement; (iii) any Excluded Liability; or (iv) the Retained Claims. For purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification under this Article IX, except with respect to the representations and warranties in Sections 3.07 and 3.09(n), each representation or warranty contained in this Agreement (and the certificate delivered pursuant to Section 2.11(e)) shall be read without regard and without giving effect to any omission materiality or alleged omission of a material fact Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification were deleted from such representation and warranty), except that specific dollar thresholds in such standard or qualification shall be regarded and given effect with respect to information required to be stated therein or necessary to make the statements therein (listed 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, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding a Holder or such other Indemnified Party (as 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 proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this AgreementDisclosure Schedule.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, agrees to 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 amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entitiesreimburse, to the fullest extent permitted by applicable lawLaw, from each Stockholder and their respective employees, advisors, agents, representatives, shareholders, members, partners, officers, and directors and each Person who controls the Stockholder (within the meaning of the Securities Act or the Exchange Act) and any agent or investment advisor thereof (collectively, the “Stockholder Affiliates”) (i) against any and all losses, claims, damages, liabilities, costs judgments and expenses, joint or several (including, without limitation, costs of preparation and including reasonable attorneys’ feesfees and disbursements, subject to Section 2.6(c)) and expenses (collectively, “Losses”), as incurredbased upon, arising out of of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in a such registration statement covering the Registrable Securitiesstatement, including any preliminary prospectus or final prospectus contained therein or any form of prospectus amendments or in any amendment or supplement thereto or in any preliminary prospectussupplements thereto, or arising out of or relating to any omission or alleged omission 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 mademade not misleading or any violation or alleged violation by Parent of the Securities Act, the Exchange Act or any state securities Laws (including any rule or regulation promulgated thereunder), (ii) not misleadingagainst any and all losses, except liabilities, claims, damages, and expenses whatsoever, as incurred, to the extentextent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, but only commenced or threatened, or of any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission or violation or alleged violation and (iii) against any and all costs and expenses (including fees and disbursements of counsel) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission or violation or alleged violation to the extentextent that any such expense or cost is not paid under clauses (i) or (ii) above, provided, however, that Parent shall not be liable in any such untrue case with respect to IVG or a Stockholder to the extent that such statements or omissions are based solely made in reliance upon and in strict conformity with information regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by or on behalf of IVG or such Holder Stockholder or its Stockholder Affiliate expressly for use thereintherein or arise from IVG’s or such Stockholder’s or its Stockholder Affiliate’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Parent has furnished the Stockholder Representatives or IVG or such Stockholder or its Stockholder Affiliate with a sufficient number of copies of the same. Parent shall notify each Holder promptly The reimbursements required by this Section 2.6(a) will be made by periodic payments during the course of any action, claim, suit, the investigation or proceeding (includingdefense, without limitationas and when bills are received or expenses incurred, an investigation provided further that the indemnification shall not apply to losses, claims, damages or partial proceedingliabilities attributable to a failure of IVG or a Stockholder, such as underwriter or other Person on their behalf to comply with a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this AgreementBlockage Notice.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, its the officers, directors, officersmembers, agents partners, agents, brokers (including brokers who offer and employeessell Registrable Securities as principal as a result of a pledge or any failure 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 or entity Person who controls any such Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), ) and the officers, directors, officersmembers, 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 persons or entitiesPerson, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable SecuritiesRegistration Statement, any prospectus 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 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 Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading or (2) any violation or alleged violation by Parent of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, extent that (i) such untrue statements or omissions are based solely upon information regarding a such Holder or such other Indemnified Party (as defined below) 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 Prospectus is outdated, defective or otherwise unavailable for use by such Holder. Parent shall notify each Holder the Holders promptly of the institution, threat or assertion of any action, claim, suit, investigation Proceeding arising from or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this AgreementAgreement of which Parent is aware.

Indemnification by Parent. Parent shall, notwithstanding In connection with any termination Registration of Registrable Securities pursuant to Section 5 of this Agreement, Parent agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holderof the Investors, its each 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 foregoing Persons, each of their respective employees, directors, officers, trustees or agents and employees, each person or entity Person who controls such Holder (within the meaning of Section 15 of the Securities Act or the Exchange Act) such Persons and Section 20 each of the Securities Exchange Act of 1934, as amended their respective Representatives (the “Exchange ActInvestor Indemnified Persons” and each, an “Investor-Indemnified Person”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, ) from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilitiesliabilities and expenses, costs joint or several (including, without limitation, including reasonable costs of preparation investigation and attorneys’ feeslegal expenses) (each, a “Loss” and expenses (collectively, collectively “Losses”), as incurred, ) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in a registration statement covering any Registration Statement under which such Registrable Securities were Registered under the Registrable SecuritiesSecurities Act (including any final, any prospectus preliminary or any form of prospectus summary Prospectus contained therein or in any amendment or supplement thereto or in any preliminary prospectusdocuments incorporated by reference therein), any Issuer Free Writing Prospectus or amendment or supplement thereto, or arising out any other disclosure document produced by or on behalf of Parent or relating to any of its Subsidiaries including reports and other documents filed under the Exchange Act, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus a Prospectus, preliminary Prospectus or form of prospectus or supplement theretoIssuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, except (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, but only to the extent, extent that any such Loss arises out of or is based upon (A) an untrue statements statement or omissions are based solely 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 regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder Investor Indemnified Person expressly for use thereinin 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 notify also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Holder promptly Person who controls such Persons (within the meaning of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such the Securities Act and the Exchange Act) to the same extent as a deposition), whether commenced or threatened (a “Proceeding”) provided above with respect to the indemnification of which Parent is aware in connection with the transactions contemplated by this AgreementInvestor Indemnified Persons.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each Holderreimburse, its directorsthe Purchasers and their respective employees, advisors, agents, representatives, officers, agents and employees, directors and each person or entity Person who controls such Holder a Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (collectively, the "Purchaser Affiliates") (as the case may be), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs judgments and expenses, joint or several (includingincluding reasonable attorneys' fees and disbursements, without limitation, costs of preparation and attorneys’ feessubject to Section 2.6(c)) and expenses (collectively, “Losses”), as incurredbased upon, arising out of of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in a such registration statement covering the Registrable Securitiesstatement, including any preliminary prospectus or final prospectus contained therein or any form of prospectus amendments or in any amendment or supplement thereto or in any preliminary prospectussupplements thereto, or arising out of or relating to any omission or alleged omission 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 mademade not misleading or any violation or alleged violation by Parent of the Securities Act, the 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 the case may be) for any legal or 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 not misleading, except be liable in any such case to the extent, but only to the extent, extent that such untrue statements or omissions are based solely made in reliance upon and in conformity with information regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder expressly any Purchaser or any Purchaser Affiliate for use therein. 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 after Parent has furnished such Purchaser or such Purchaser Affiliate with a sufficient number of copies of the same; provided, further, that the indemnity agreement contained in this Section 2.6(a) shall notify each Holder promptly not apply to amounts paid in settlement of any actionsuch loss, claim, suitdamage, investigation liability or proceeding (includingaction if such settlement is effected without the consent of the Parent which consent shall not be unreasonably withheld, without limitationconditioned or delayed; and provided further that the indemnification shall not apply to losses, an investigation claims, damages or partial proceedingliabilities attributable to a failure of a Purchaser, such as underwriter or other Person acting on the Purchaser's behalf to comply with a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this AgreementBlockage Notice.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each Holder, its the officers, directors, officersagents, agents attorneys, investment advisors, partners, stockholders, other equity holders and employeesemployees of each of them, each person or entity Person who controls any such Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), ) and the officers, directors, officers, agents and employees of each such controlling persons or entitiesPerson, to the fullest extent permitted by applicable lawLegal Requirements, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securitiesany Registration Statement, any prospectus 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 of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding a such Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder expressly for use therein. Parent shall notify each , or to the extent that such information relates to such Holder promptly or such Holder’s proposed method of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceedingdistribution of Equity Consideration Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such as a depositionProspectus 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), whether commenced the use by such Holder of an outdated or threatened (a “Proceeding”) 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 which Parent is aware in connection with the transactions Advice contemplated by this AgreementSection 9.7(b) or an amended Registration Statement or supplemented Prospectus.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless VPVP and each HolderPerson, its directorsif any, officers, agents and employees, each person or entity who controls such Holder (VPVP within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934(collectively, as amended (the “Exchange ActVPVP Indemnitees”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilitiesliabilities or expenses to which the VPVP Indemnitees may become subject, costs (includingunder the Act, without limitationthe Exchange Act, costs of preparation and attorneys’ fees) and or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (collectively, “Losses”), or actions in respect thereof as incurred, arising contemplated below) arise out of or are based upon (i) 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 registration statement covering part thereof, as amended at the Registrable Securitiestime of effectiveness of the Registration Statement, including any prospectus information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or any 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 prospectus the Rules and Regulations, or in 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 or in any preliminary prospectus, or arising out of or relating to any 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 the case any of any prospectus or form of prospectus or supplement theretothem, in the light of the circumstances under which they were made, not misleading 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 investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that Parent shall not misleading, except be liable in any such case (a) to the extentextent that any such loss, but only to 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 in the extentRegistration Statement, that such untrue statements the Prospectus or omissions are based solely any amendment or supplement of the Registration Statement or Prospectus in reliance upon and in conformity with written information regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder or on behalf of VPVP expressly for use therein. Parent shall notify each Holder promptly in the Registration Statement or the Prospectus or (ii) the failure of VPVP to comply with the covenants and 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 pertinent sale or sales by VPVP or (b) for any amount paid in settlement of any actionsuch loss, claim, suitdamage, investigation liability, expense or proceeding (includingaction if such settlement is effected without the consent of Parent, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this Agreementconsent shall not be unreasonably withheld.

Indemnification by Parent. To the extent permitted by law, Parent shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each the Holder, its directorsthe partners, officers, agents and employeesdirectors of the Holder, and each person or entity Person who controls such the Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, ) from and against any and all 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 Securities Act, the Exchange Act or other federal or state law insofar as incurred, arising such Losses arise out of or are based upon any of the following statements, omissions or violations by Parent (a) any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securities, any Registration Statement or 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 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 theretothe prospectus, in the light of the circumstances under which they were made) not misleading, or (b) any violation or alleged violation by Parent in connection with 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 the extent, but only to the extent, extent that such untrue statements statements, omissions or omissions violations (i) are based solely made in reliance upon and in conformity with written information regarding a furnished by the Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such the partners officers, directors or controlling persons of the Holder expressly for use therein. , or (ii) in the case of a Suspension Period, that relate to the use by the Holder of an outdated or defective prospectus after Parent has notified the Holder in writing that the prospectus is outdated or defective and prior to the receipt by the Holder of the notification contemplated in Section 2.2(f)(v); provided, however, that the indemnity agreement contained in this Section 3.1 shall notify each Holder promptly not apply to Losses for amounts paid in settlement of any actionsuch Losses, claimif such settlement is effected without the consent of Parent, suitwhich consent shall not be unreasonably withheld, investigation conditioned or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this Agreementdelayed.

Indemnification by Parent. To the extent permitted by law, Parent shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each Holderthe Holders, its directorsthe partners, officers, agents and employeesdirectors of the Holders, and each person or entity Person who controls such a Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, ) from and against any and all 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 Securities Act, the Exchange Act or other federal or state law insofar as incurred, arising such Losses arise out of or are based upon any of the following statements, omissions or violations by Parent (a) any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securities, any Registration Statement or 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 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 theretothe prospectus, in the light of the circumstances under which they were made) not misleading, or (b) any violation or alleged violation by Parent in connection with 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 the extent, but only to the extent, extent that such untrue statements statements, omissions or omissions violations (i) are based solely made in reliance upon and in conformity with written information regarding a Holder furnished by the Holders or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder the partners officers, directors or controlling persons of the Holders expressly for use therein. , or (ii) in the case of a Suspension Period, that relate to the use by a 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 notification contemplated in Section 2.1(f)(v); provided, however, that the indemnity agreement contained in this Section 3.1 shall notify each Holder promptly not apply to Losses for amounts paid in settlement of any actionsuch Losses, claimif such settlement is effected without the consent of Parent, suitwhich consent shall not be unreasonably withheld, investigation conditioned or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this Agreementdelayed.

Indemnification by Parent. To the extent permitted by law, Parent shall, notwithstanding any termination of this Agreement, shall indemnify and hold harmless each the Holder, its directorsthe partners, officers, agents and employeesdirectors of the Holder, and each person or entity Person who controls such the Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, ) from and against any and all 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 Securities Act, the Exchange Act or other federal or state law insofar as incurred, arising such Losses arise out of or are based upon any of the following statements, omissions or violations by Parent (a) any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securities, any Registration Statement or 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 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 theretothe prospectus, in the light of the circumstances under which they were made) not misleading, or (b) any violation or alleged violation by Parent in connection with 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 the extent, but only to the extent, extent that such untrue statements statements, omissions or omissions violations (i) are based solely made in reliance upon and in conformity with written information regarding a furnished by the Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such the partners officers, directors or controlling persons of the Holder expressly for use therein. , or (ii) in the case of a Suspension Period, that relate to the use by the Holder of an outdated or defective prospectus after Parent has notified the Holder in writing that the prospectus is outdated or defective and prior to the receipt by the Holder of the notification contemplated in Section 2.2(f)(v); provided, however, that the indemnity agreement contained in this Section 3.1 shall notify each Holder promptly not apply to Losses for amounts paid in settlement of any actionsuch Losses, claimif such settlement is effected without the consent of Parent, suitwhich consent shall not be unreasonably withheld, investigation conditioned or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this Agreementdelayed.

Indemnification by Parent. Parent shallagrees to indemnify the Holders and, notwithstanding any termination of this Agreementif a Holder is a Person other than an individual, indemnify and hold harmless each such Holder's officers, its directors, officers, agents and employees, agents, representatives and Affiliates, and each person or entity who Person, if any, that controls such a Holder (within the meaning of Section 15 of the Securities Act Act, and Section 20 each other Person, if any, subject to liability because of the Securities Exchange Act of 1934his, as amended her or its connection with a Holder (the “Exchange Act”)each, an "Indemnitee"), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, actions, liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (collectivelyincluding without limitation reasonable fees, “Losses”expenses and disbursements of attorneys and other professionals), as incurredjoint or several, arising out of or based upon any violation by Parent of any rule or regulation promulgated under the Securities Act applicable to Parent and relating to action or inaction required of Parent under the terms of this Agreement or in connection with any Registration Statement or Prospectus, or upon any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securities, any prospectus Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusProspectus, or arising out of or relating to any omission or alleged omission of to state therein 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 theretotherein, in the light of the circumstances under which they were made) , not misleading; provided, except that Parent shall not be liable to such Indemnitee or any Person who participates as an underwriter in the offering or sale of Registrable Shares or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extentextent that any such loss, but only to the extentclaim, that 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 (1) made in such untrue statements Registration Statement or omissions are based solely in any such Prospectus in reliance upon and in conformity with information regarding a Holder such Indemnitee or such other Indemnified Party (as defined below) its plan of distribution or ownership interests which was furnished in writing to Parent by such Holder pursuant to an Investor Questionnaire or otherwise expressly for use therein. Parent shall notify each Holder promptly of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with such Registration Statement or the transactions contemplated Prospectus contained therein by this Agreementsuch Indemnitee, (2) made in any 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 remain in full force and effect regardless of any investigation made by or on behalf of any Indemnitee.

Indemnification by Parent. Parent shallIn connection with any registration, notwithstanding any termination offer or sale of Registrable Securities effected under this Agreement, Parent shall 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 amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entitiesharmless, to the fullest extent permitted by applicable law, each 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 agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilitiesliabilities and expenses, costs joint or several (including, without limitation, including reasonable costs of preparation investigation and attorneys’ feeslegal expenses and any indemnity and contribution payments made to underwriters ) (each, a “Loss” and expenses (collectively, collectively “Losses”), as incurred, ) arising out of or based upon (i) any untrue (or alleged untrue untrue) statement of a material fact contained in a registration statement covering any Registration Statement under which such Registrable Securities are registered or sold under the Registrable SecuritiesSecurities Act (including any final, any prospectus preliminary or summary Prospectus contained therein or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, documents incorporated by reference therein) or arising out of or relating to (ii) any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus a Prospectus or form of prospectus or supplement theretopreliminary Prospectus, in the 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, except rule or regulation applicable to the extentParent and relating to action or inaction in connection with any such registration, but only to the extentdisclosure 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 untrue statements or omissions are based solely upon information regarding a seller Holder or such other Indemnified Party (as defined below) 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 expressly for use thereinand regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. Parent shall notify also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Holder promptly Person who controls such Persons (within the meaning of any action, claim, suit, investigation or proceeding the Securities Act and the Exchange Act) to the same extent as provided above (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”with appropriate modification) with respect to the indemnification of which Parent is aware in connection with the transactions contemplated by this Agreementindemnified parties.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, its directors, officers, agents and employees, each person or entity Person 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 amended (the “Exchange Act”)), and the directors, officers, agents and or employees of such controlling persons or entitiesPersons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all claims, losses, claims, damages, liabilities, penalties, judgments, costs (including, without limitation, costs of preparation and attorneys’ feesinvestigation) and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable SecuritiesRegistration Statement, any prospectus Prospectus, as supplemented or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except (i) to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding a such Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder expressly for use thereinin 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); (ii) as a result of the failure of such Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with an offer or sale; or (iii) the use by a 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 notice that use of the applicable prospectus may be resumed (and, if applicable, receipt of additional or supplemental filings that are incorporated or deemed to be incorporated by referenced in such Prospectus or Registration Statement), but only if and to the extent that following such receipt the misstatement or omission giving rise to such Loss would have been corrected; provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Parent, which consent shall not be unreasonably withheld. Parent shall notify each such Holder promptly of the institution, threat or assertion of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) Proceeding of which Parent is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 4.3) and shall survive the transfer of the Registrable Securities by the Holder.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder, its officers, directors, officerspartners, agents and members, shareholders, trustees, employees, Affiliates and agents (collectively, “Agents”) and each person or entity Person who controls such Holder (within the meaning of Section 15 of the Securities Act Act) and Section 20 of the Securities Exchange Act of 1934its Agents with respect to each registration which has been effected pursuant to this Agreement, as amended (the “Exchange Act”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, damages or liabilities, costs joint or several, actions or proceedings (whether commenced or threatened) in respect thereof, and expenses (as incurred or suffered and including, without limitationbut not limited to, costs any and all expenses incurred in investigating, preparing or defending any litigation or proceeding, whether commenced or threatened, and the reasonable fees, disbursements and other charges of preparation and attorneys’ feeslegal counsel) and expenses in respect thereof (collectively, “LossesClaims”), insofar as incurred, arising such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securitiesany Registration Statement or Prospectus (including any preliminary, any final or summary prospectus or any form of prospectus or in and any amendment or supplement thereto thereto) related to any such registration or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state 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; provided, except however, that Parent will not be liable in any such case to the extent, but only to the extent, extent that any such untrue statements Claims arise out of or omissions are based solely upon any untrue statement or alleged untrue statement of a fact or omission or alleged omission of a fact so made in reliance upon and in conformity with written information regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such or on behalf of each Holder expressly for use therein. Parent shall notify each Holder promptly of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this Agreement.

Indemnification by Parent. Parent shallagrees to indemnify the Holders and, notwithstanding any termination of this Agreementif a Holder is a person other than an individual, indemnify and hold harmless each such Holder’s officers, its directors, officers, agents and employees, agents, representatives and Affiliates, and each person or entity who entity, if any, that controls such a Holder (within the meaning of Section 15 of the Securities Act Act, and Section 20 each other person or entity, if any, subject to liability because of the Securities Exchange Act of 1934his, as amended her or its connection with a Holder (the each, an “Exchange ActIndemnitee”)), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, actions, liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (collectivelyincluding without limitation reasonable fees, “Losses”expenses and disbursements of attorneys and other professionals), as incurredjoint or several, arising out of or based upon any violation by Parent of any rule or regulation promulgated under the Securities Act applicable to Parent and relating to action or inaction required of Parent under the terms of this Agreement or in connection with any Registration Statement or Prospectus, or upon any untrue or alleged untrue statement of a material fact contained in a registration statement covering the Registrable Securities, any prospectus Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusProspectus, or arising out of or relating to any omission or alleged omission of to state therein 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 theretotherein, in the light of the circumstances under which they were made) , not misleading; provided, except that Parent shall not be liable to such Indemnitee or any person who participates as an underwriter in the offering or sale of Registrable Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extentextent that any such loss, but only to the extentclaim, that 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 untrue statements Registration Statement or omissions are based solely in any such Prospectus in reliance upon and in conformity with information regarding a Holder such Indemnitee or such other Indemnified Party (as defined below) its plan of distribution or ownership interests which was 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 proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with such Registration Statement or the transactions contemplated Prospectus contained therein by this Agreementsuch Indemnitee or (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 such statement or omission was corrected in such final amended or supplemented Prospectus.

Indemnification by Parent. In the event that the Closing occurs, Parent shallshall have an obligation to indemnify, notwithstanding any termination of this Agreement, indemnify defend and hold harmless each Holder, its Stockholder and their respective directors, officers, agents and trustees, employees, each person or entity who controls such Holder agents, consultants, advisors, Representatives and equity holders, heirs and immediate family members (within as the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934case may be) (collectively, as amended (the “Exchange ActSeller Indemnified Persons” and together with the Parent Indemnified Persons, “Indemnified Persons”))) from and against, and the directors, officers, agents and employees of such controlling persons or entities, will pay to the fullest extent permitted by applicable lawSeller Indemnified Persons the monetary value of, from and against any and all lossesIndemnifiable Amounts incurred or suffered by the Seller Indemnified Persons arising out of, claimsrelating to or resulting from any of the following: (a) any breach of any representation or warranty of Parent 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) the failure of Parent or Merger Sub to perform any agreement or post-Closing covenant required by this Agreement; (c) any breach of any representation or warranty of Parent under, damagesor the failure of Parent to perform any agreement or covenant required by, liabilitiesthe Investor Rights Agreement or the Standstill & Lock-Up Agreement, costs (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, costs any legal Proceeding commenced by a Stockholder for the purpose of preparation and attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of any untrue or alleged untrue statement of a material fact contained in a registration statement covering enforcing its rights under this Article VIII if the Registrable Securities, any prospectus or any form of prospectus or Majority Stockholder is the prevailing party in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (such legal Proceeding); and in the case of (a), (b) or (c) above, without giving effect to any prospectus “materiality” limitations or form references to “material adverse effect” in determining Indemnifiable Amounts (but not in determining whether any breaches of prospectus representations and warranties have occurred). The representations, warranties, covenants and agreements of Parent or supplement thereto, Merger Sub in this Agreement will survive the light Closing Date and will continue until the 36 month anniversary of the circumstances under Closing Date, at which they were made) not misleadingtime all representations and warranties, except covenants and agreements will expire; provided, however, that if the Majority Stockholder delivers to Parent, before the extent36 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 extentextent 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, that (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 untrue statements claims shall not be capped. Notwithstanding anything in this Agreement to the contrary, in no event shall Parent or omissions are based solely upon information regarding Merger Sub have any liability hereunder for diminution of value of Parent Common Stock as an independent cause for indemnification without a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder expressly for use therein. Parent shall notify each Holder promptly breach of any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by 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 other Transaction Document to the extent that Majority Stockholder knew of such breach as of the Closing Date.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreement, agrees to indemnify and hold harmless each Holderreimburse, its directorsthe Purchasers and their respective employees, advisors, agents, representatives, officers, agents and employees, directors and each person or entity Person who controls such Holder a Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of or the Securities Exchange Act of 1934Act) (collectively, as amended (the “Exchange ActPurchaser Affiliates”)) (as the case may be), and the directors, officers, agents and employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs judgments and expenses, joint or several (including, without limitation, costs of preparation and including reasonable attorneys’ feesfees and disbursements, subject to Section 2.6(c)) and expenses (collectively, “Losses”), as incurredbased upon, arising out of of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in a such registration statement covering the Registrable Securitiesstatement, including any preliminary prospectus or final prospectus contained therein or any form of prospectus amendments or in any amendment or supplement thereto or in any preliminary prospectussupplements thereto, or arising out of or relating to any omission or alleged omission 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 mademade not misleading or any violation or alleged violation by Parent of the Securities Act, the 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 the case may be) for any legal or 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 not misleading, except be liable in any such case to the extent, but only to the extent, extent that such untrue statements or omissions are based solely made in reliance upon and in conformity with information regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder expressly any Purchaser or any Purchaser Affiliate for use therein. 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 after Parent has furnished such Purchaser or such Purchaser Affiliate with a sufficient number of copies of the same; provided, further, that the indemnity agreement contained in this Section 2.6(a) shall notify each Holder promptly not apply to amounts paid in settlement of any actionsuch loss, claim, suitdamage, investigation liability or proceeding (includingaction if such settlement is effected without the consent of the Parent which consent shall not be unreasonably withheld, without limitationconditioned or delayed; and provided further that the indemnification shall not apply to losses, an investigation claims, damages or partial proceedingliabilities attributable to a failure of a Purchaser, such as underwriter or other Person acting on the Purchaser’s behalf to comply with a deposition), whether commenced or threatened (a “Proceeding”) of which Parent is aware in connection with the transactions contemplated by this AgreementBlockage Notice.

Indemnification by Parent. Parent shall, notwithstanding any termination of this Agreementand it hereby agrees to, indemnify and hold harmless each Holder, its directors, officers, agents and employeesthe Holders, each person or entity person, if any, who controls any of such Holder (parties within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act and each of 1934, as amended (the “Exchange Act”)), and the their respective directors, officers, employees, trustees and agents and employees of such controlling persons or entities(collectively, to the fullest extent permitted by applicable law"HOLDERS' INDEMNIFIED PARTIES"), from and against any and all losses, claims, damages, damages or liabilities, costs joint or several, to which the Holders' Indemnified Parties may become subject, under the Securities Act or -6- 107 otherwise, insofar as such losses, claims, damages or liabilities (including, without limitation, costs of preparation and attorneys’ feesor actions in respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in a registration statement covering the Registrable SecuritiesRegistration Statement, any prospectus or any form of prospectus preliminary, final or in summary Prospectus contained therein or furnished by Parent to the Holders, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or relating to any are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 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 amounts paid in 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 case of the Holders, Parent shall not be liable to any prospectus such person in any such case to the extent that any such loss, claim, damage or form liability arises out of prospectus 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 thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely reliance upon and in conformity with written information regarding a Holder or such other Indemnified Party (as defined below) furnished in writing to Parent by such Holder person expressly for use therein. ; provided, further, that, Parent shall notify each Holder promptly of not be liable in any actionsuch case to the extent that any such loss, claim, suitdamage, investigation liability or proceeding 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 (includingi) 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, without limitationfurther, 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 investigation untrue statement or partial proceedingalleged 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 a deposition)so amended or supplemented, whether commenced the Holders thereafter fail to deliver such Prospectus as so amended or threatened (a “Proceeding”) of which Parent is aware in connection supplemented prior to or concurrently with the transactions contemplated by this Agreementsale of Registrable Securities to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Securities which is the subject thereof from the Holders.