Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless each Large Shareholder, its officers and directors, and each person, if any, who controls Large Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in this Section 4.1.

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless each Large ShareholderHolder of Registrable Securities to be included in any Registration Statement, its the officers and directorsdirectors of each such Person, and each personPerson, if any, who controls Large Shareholder any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Participant”), from and against any and all losses, claims, damages and liabilities (including the reasonable legal fees and other reasonable expenses actually incurred in connection with any suit, action, proceeding, investigation or any claim asserted or threatened) caused by by, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus relating to the Registrable Securities Prospectus (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectuscaused by, arising out of or caused by 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 misleading, except 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 any Participant furnished to Parent in writing by or on behalf of such Participant expressly for use therein; provided, however, that Parent shall not be liable if such untrue statement or omission or alleged untrue statement or omission based upon information furnished was contained or made in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall and corrected in the Prospectus or any amendment or supplement thereto and the Prospectus does not inure to contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the benefit of any Large Shareholder if a copy subject matter of the current prospectus was not provided to the purchaser of Registrable Securities related proceeding and such current prospectus would have cured the defect giving rise to any such loss, liability, claim, damage or liability expense suffered or for incurred by the Participants resulted from any sales occurring after Parent has informed action, claim or suit by any Person who purchased Registrable Securities that are the subject thereof from such Large Shareholder under Section 3.1(eParticipant 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) hereof and to such Person with or prior to the delivery 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 of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in with this Section 4.1Agreement.

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless each Large ShareholderRegistering Stockholder holding Registrable Securities covered by a registration statement, its officers and officers, directors, partners, members, owners, legal counsel and accountants and each personPerson, if any, who controls Large Shareholder such Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by such Stockholder or on such Stockholder’s behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; , provided that the foregoing indemnity agreement with respect to any preliminary prospectus or prospectus shall not inure apply to the benefit of extent that any Large Shareholder if Damages result from the fact that a current copy of the current prospectus (or such amended or supplemented prospectus, as the case may be) was not provided sent or given to the purchaser Person asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities to such Person, if it is determined that Parent has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be), and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectusDamages. Parent also agrees to indemnify any Underwriters underwriters of the Registrable Securities, their officers and directors and each person Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of such Large Shareholder the Stockholders provided in this Section 4.12.05.

Indemnification by Parent. From and after the Closing Date, the Parent agrees to (the “Seller Indemnifying Person”) shall hold harmless and indemnify and hold ------------------------- harmless the holders of Company Common Stock and, in the case of any entity, each Large Shareholderof its respective directors, its officers and directorsemployees (the “Seller Indemnified Persons” and, together with the Buyer Indemnified Persons, the “Indemnified Persons”) and shall hold each of them harmless from and against, and each personshall compensate and reimburse any Seller Indemnified Person for, if any, who controls Large Shareholder within any Damages which are suffered or incurred by any Seller Indemnified Person or to which any Seller Indemnified Person may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result as a direct consequence of: (i) any inaccuracy in or breach of any representation or warranty of Parent or Merger Sub contained in this Agreement or in any certificate delivered by the meaning Parent or Merger Sub in connection with this Agreement; (ii) any breach of either Section 15 any covenant or obligation of the Securities Act Parent or Merger Sub contained in this Agreement; or (iii) any increase in the Common Stock Merger Consideration in accordance with Section 2.10; provided, however, that the Seller Indemnifying Persons as a group shall not have any liability for Damages pursuant to this Article VIII for any amounts in excess of the Maximum Amount; provided, further, that in no event will the Seller Indemnifying Persons be liable to any Seller Indemnified Person under Section 8.2(b)(i) or Section 20 8.2(b)(ii) for Damages unless any individual Damage or series of related Damages exceeds the Threshold and the cumulative total of the Exchange Act from and against any and all lossesDamages suffered by the Seller Indemnifying Persons exceeds the Basket, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating whereupon the Seller Indemnified Persons shall be entitled to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in this Section 4.1all Damages, including the initial $5,000,000, regardless of whether the Threshold has been exceeded.

Indemnification by Parent. To the extent permitted by law, Parent agrees to shall indemnify and hold ------------------------- harmless each Large Shareholderthe Holders, its officers the partners, officers, and directorsdirectors of the Holders, and each person, if any, Person who controls Large Shareholder a Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) from and against any and all losses, claims, damages damages, liabilities, costs (including, without limitation, reasonable costs of preparation and liabilities caused 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 such Losses arise out of or are based upon any of the following statements, omissions or violations by Parent (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement the Registration Statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein 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 the offering covered by the Registration Statement under the Securities Act, the Exchange Act, any state Securities laws and any regulations promulgated thereunder; except insofar as such losses, claims, damages or liabilities are caused by any to the extent that such untrue statement statements, omissions or omission or alleged untrue statement or omission based violations (i) are made in reliance upon and in conformity with written information furnished in writing to Parent by the Holders or on behalf the partners officers, directors or controlling persons of any Large Shareholder or Underwriter for any Large Shareholder the Holders expressly for use therein; provided , or (ii) in the case of a Suspension Period, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure relate to the benefit use by a Holder of any Large Shareholder if a copy of the current an outdated or defective prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed notified such Large Shareholder under Section 3.1(e) hereof Holder in writing that the prospectus is outdated or defective and prior to the delivery receipt by Parent of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters Holder of the Registrable Securitiesnotification contemplated in Section 2.1(f)(v); provided, their officers and directors and each person who controls such underwriters on substantially however, that the same basis as that of the indemnification of such Large Shareholder provided indemnity agreement contained in this Section 4.13.1 shall not apply to Losses for amounts paid in settlement of any such Losses, if such settlement is effected without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless each Large ShareholderSeller, its officers officers, directors, employees, partners and directorsagents, and each personPerson, if any, who controls Large Shareholder Seller within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Losses”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectusprospectus or free writing prospectus (as defined in Rule 405 under the 1933 Act), or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities Losses are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Parent by Seller or on Seller’s behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters underwriters of the Registrable Securities, their officers and directors and each person Person who controls such underwriters within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act on substantially the same basis as that of the indemnification of such Large Shareholder Seller provided in this Section 4.1‎Section 4.04. As a condition to including Registrable Securities in any registration statement filed in accordance with ‎Article 4, Parent may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.

Indemnification by Parent. (a) From and after the Closing (but subject to the terms and conditions of this Article 11), Parent agrees to shall hold harmless and indemnify and hold ------------------------- harmless each Large Shareholder, its officers and directors, and each person, if any, who controls Large Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Shareholder Indemnitees from and against any and all losses, claims, damages and liabilities caused Damages which are suffered or incurred by any untrue statement of the Shareholder Indemnitees which arise from or alleged untrue statement are a result of: (i) any inaccuracy in or breach of a material fact contained any representation or warranty made by Parent in any registration statement or prospectus relating Article 5 of this Agreement as of the date of this Agreement, but solely to the Registrable Securities extent such breach (as amended or supplemented if Parent shall have furnished any amendments or supplements theretoA) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein has not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have been cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery Effective Time or (B) has caused a Shareholder Indemnitee to suffer Damages following the Effective Time (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time); (ii) any inaccuracy in or breach of any representation or warranty made by Parent in Article 5 of this Agreement as of the Closing Date as if made on the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time); and (iii) any breach of any supplement covenant or amendment obligation of (x) Parent, Merger Sub or Sister Sub and/or (y) the Company, in each such case, as set forth in this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Sections 11.03(c) and 11.03(d), even if a Shareholder Indemnitee would otherwise be entitled to recover Damages pursuant to this Agreement, no Shareholder Indemnitee shall be entitled to any indemnification for any Damages pursuant to Section 11.03(a)(i) or Section 11.03(a)(ii) and Parent shall not be required to make any indemnification payment for any Damages pursuant to Section 11.03(a)(i) or Section 11.03(a)(ii) unless and until such prospectus. Parent also agrees to indemnify time as the total amount of all Damages that have been suffered or incurred by any Underwriters one or more of the Registrable SecuritiesShareholder Indemnitees on a cumulative basis, their officers and directors and each person who controls exceeds the Basket in the aggregate, in which case, the Shareholder Indemnitees shall be entitled to recover only the amount of such underwriters on substantially the same basis as that cumulative Damages in excess of the indemnification of such Large Shareholder provided Basket. (c) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 4.111.03(d), in no event shall Parent’s aggregate liability arising out of or relating to Section 11.03(a)(i) or Section 11.03(a)(ii) exceed an amount equal to the Cap. (d) The limitations set forth in Sections 11.03(b) and 11.03(c) shall not apply to any claim for indemnification made pursuant to Section 11.03(a)(i) or Section 11.03(a)(ii), in each such case, to the extent such claim arises from or is a result of any breach of a Parent Fundamental Representation; provided, however, that claims made for indemnification that are subject to this Section 11.03(d), the aggregate maximum liability of Parent for breaches of this Agreement or otherwise hereunder shall not exceed $276,818,042, inclusive of liability in respect of claims made for indemnification under this Section 11.03.

Indemnification by Parent. Parent agrees and Surviving Company shall jointly and severally indemnify, to indemnify the full extent permitted by law, each Shareholder and hold ------------------------- harmless each Large Shareholderits officers, its officers directors and directors, constituent partners and each person, if any, person who controls Large such Shareholder (within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act from and Act) against any and all losses, claims, damages damages, liabilities and liabilities caused by expenses (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement statement, prospectus or preliminary prospectus relating to the Registrable Securities (as amended registration of such Shareholder's Parent Shares or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities the same are caused by made in conformity with any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large such Shareholder or Underwriter for any Large Shareholder other indemnified person expressly for use therein; provided that the foregoing indemnity agreement with respect therein or caused by such Shareholder's failure to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if deliver a copy of the current registration statement or prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability any amendments or for any sales occurring supplements thereto after Parent has informed furnished such Large Shareholder with a sufficient number of copies of the same or by the breach by any indemnified person of any of its obligations under this Section 3.1(e) hereof and prior 9.1. Subject to the delivery by provisions of Section 9.1(f), Parent of will reimburse each Shareholder and its officers, directors, constituent partners and controlling persons for any supplement reasonable legal and other expenses as incurred in connection with investigating or amendment defending any such losses, claims, damages, liabilities, expenses or actions for which such person is entitled to such prospectusindemnification hereunder. In connection with an underwritten offering, Parent also agrees to will indemnify any Underwriters of the Registrable Securitiesunderwriters and their officers, their officers and directors directors, constituent partners and each person who controls such underwriters on substantially (within the meaning of the Securities Act and the Exchange Act) to the same basis extent as that of provided above with respect to the indemnification of such Large Shareholder provided in this Section 4.1the Shareholders.

Indemnification by Parent. (a) From and after the Closing Date, Parent hereby covenants and agrees to indemnify indemnify, defend and hold ------------------------- harmless each Large Shareholderthe Sellers, its officers and directors, and each person, if any, who controls Large Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesDamages incurred in connection with or arising out of or resulting from any breach or inaccuracy of any representation or warranty, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectusbreach, non-compliance or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery nonfulfillment by Parent of any supplement covenant, agreement or amendment undertaking to such prospectusbe complied with or performed by it contained in or made pursuant to this Agreement or any other document, instrument, certificate or writing delivered pursuant hereto. (b) The Sellers acknowledge and agree that each Seller is a director, officer or employee of Parent, that the Sellers are the officers of Parent responsible for the day-to-day management of Parent (subject to oversight by the Parent Board) and the representations and warranties made herein by Parent and the covenants and obligations of Parent contained herein are, to a significant degree, made in reliance on information or services provided or to be provided by the Sellers. Parent also agrees to indemnify any Underwriters of Accordingly, Parent, the Registrable Securities, their officers and directors Company and each person who controls Seller expressly agree that, notwithstanding anything to the contrary in Section 9.2(a), Parent shall have no liability or obligation to the Company or any Seller arising out of or in connection with the breach of any representation, warranty, covenant or agreement (including under this Article IX) contained herein to the extent that such underwriters on substantially breach is predicated upon (i) information provided by the same basis Company or any Seller, (ii) information that was known to either the Company or any Seller, but not provided by the Company or such Seller to Parent or (iii) the failure of any Seller to provide any services that Parent could reasonably have expected such Seller to provide in his or her capacity as a director, officer or employee of Parent (unless such failure results from such Seller's complying with any instructions given by the Parent Board or any committee thereof). The parties acknowledge that of the indemnification of such Large Shareholder provided in this Section 4.19.2(b) has been included herein solely for purposes of determining the scope of Parent's indemnification obligations under Section 9.2(a), and shall not be the basis for any other claims arising under this Agreement.

Indemnification by Parent. Subject to the limitations provided herein, Parent agrees to shall, for a period commencing from the Closing Date and ending on the first anniversary of the Closing Date, indemnify the Company Stockholders in respect of, and hold ------------------------- them harmless each Large Shareholderagainst, its officers and directors, and each person, if any, who controls Large Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesDamages incurred or suffered by the Company Stockholders resulting from: (a) any misrepresentation or breach of warranty by or failure to perform any covenant or agreement of Parent or Acquisition Subsidiary contained in this Agreement or Parent Certificate; (b) any claim by a stockholder or former stockholder of Parent, claimsor any other person or entity, damages and liabilities caused by seeking to assert, or based upon: (i) ownership or rights to ownership of any untrue statement or alleged untrue statement shares of stock of Parent prior to the Effective Time; (ii) any rights of a material fact contained stockholder prior to the Effective Time, including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the certificate of incorporation or bylaws of Parent prior to the Effective Time or (iv) any claim that his, her or its shares were wrongfully repurchased by the Company prior to the Effective Time; and (c) any claim for brokers’ or finders’ fees or agents’ commissions arising from or through Parent or any of its pre-Merger Affiliates in connection with the negotiation or consummation of the transactions contemplated by this Agreement, including for claims arising under any registration statement or prospectus placement agency agreement with a placement agent engaged by Parent for the First PPO that are not satisfied by GEM; and (d) any Environmental Claim relating to or arising from the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) activities and operations of the Company, the Surviving Corporation or any preliminary prospectusof their Subsidiaries after the Effective Time, regardless of when the environmental hazard giving rise to such Environmental Claim is discovered, and any liability for any Abandonment and Reclamation Obligations of the Company, the Surviving Corporation or any of their Subsidiaries (or their respective successors) other than those relating to any mines, structures, buildings, equipment and other facilities or any lands that were, or caused by any omission were required pursuant to applicable Law to have been, abandoned, decommissioned or alleged omission reclaimed, as the case may be, prior to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingEffective Time. Notwithstanding the foregoing, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage fraud or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery willful misconduct by Parent or any of its Affiliates in connection with this Agreement, the post-Closing adjustment mechanism set forth in Section 1.9 shall be the exclusive means for the Company Stockholders to collect any supplement or amendment Damages for which they are entitled to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in under this Section 4.1Article VI.

Indemnification by Parent. In the event of any registration of any Registrable Securities of Parent agrees to under the Securities Act, Parent will indemnify and hold ------------------------- harmless the Stockholder, each Large Shareholder, its officers and directors, other Person who participates as an underwriter in the offering or sale of such securities and each person, if any, other Person who controls Large Shareholder any such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all losses, claims, damages and or liabilities, joint or several, to which the Stockholder or any such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities caused by (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any the registration statement or prospectus relating to the under which such Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or were registered under the Securities Act, any preliminary prospectus, final prospectus or caused by summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and Parent will reimburse the Stockholder and each such losses, claims, damages underwriter and controlling person for any legal or liabilities are caused any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedings; PROVIDED that Parent shall not be liable 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 (i) an untrue statement or alleged untrue 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 written information furnished to Parent by the Stockholder for use in the preparation thereof, (ii) the use of any prospectus after such time as the obligation of Parent to keep the same effective and current has expired, or (iii) the use of any prospectus after such time as Parent has advised the Stockholder that the filing of a post-effective amendment or supplement thereto is required, except such prospectus as so amended or supplemented, and PROVIDED FURTHER that Parent shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act 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 the matters described in (i), (ii) or (iii) above or such Person's failure to send or give a copy of the final prospectus or supplement to the Persons asserting an untrue statement or alleged untrue statement or omission based upon information furnished or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in writing to Parent such final prospectus or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholder or any Large Shareholder such underwriter or Underwriter for any Large Shareholder expressly for use therein; provided that controlling person and shall survive the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification transfer of such Large Shareholder provided in this Section 4.1securities by the Stockholder.

Indemnification by Parent. Parent agrees to indemnify indemnify, hold harmless and hold ------------------------- harmless reimburse, to the fullest extent permitted by law, each Large ShareholderHolder, its officers partners, officers, directors, employees, advisors, representatives and directorsagents, and each person, if any, who controls Large Shareholder such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all losses, penalties, liabilities, claims, damages and liabilities caused by expenses, joint or several (including, without limitation, reasonable attorneys’ fees and any expenses and reasonable costs of investigation), as incurred, to which the Holders or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, penalties, liabilities, claims, damages and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any the registration statement or prospectus relating to the under which such Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or were registered and sold under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus or caused by 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, except insofar as such losseshowever, claims, damages or liabilities are caused by that Parent shall not be liable in any such case to the extent that any such loss, penalty, 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 untrue statement omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or omission based supplement in reliance upon and in conformity with written information about a Holder which is furnished in writing to Parent by such Holder specifically for use in such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that indemnified party and shall survive the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification transfer of such Large Shareholder provided in this Section 4.1securities by such Holder.

Indemnification by Parent. Parent agrees and Surviving Company shall jointly and severally indemnify, to indemnify the full extent permitted by law, each Shareholder and hold ------------------------- harmless each Large Shareholderits officers, its officers directors and directors, constituent partners and each person, if any, person who controls Large such Shareholder (within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act from and Act) against any and all losses, claims, damages damages, liabilities and liabilities caused by expenses (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement statement, prospectus or preliminary prospectus relating to the Registrable Securities (as amended registration of such Shareholder's Parent Shares or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities the same are caused by made in conformity with any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large such Shareholder or Underwriter for any Large Shareholder other indemnified person expressly for use therein; provided that the foregoing indemnity agreement with respect therein or caused by such Shareholder's failure to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if deliver a copy of the current registration statement or prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability any amendments or for any sales occurring supplements thereto after Parent has informed furnished such Large Shareholder with a sufficient number of copies of the same or by the breach by any indemnified person of any of its obligations under this Section 3.1(e) hereof and prior 10.1. Subject to the delivery by provisions of Section 10.1(f), Parent of will reimburse each Shareholder and its officers, directors, constituent partners and controlling persons for any supplement reasonable legal and other expenses as incurred in connection with investigating or amendment defending any such losses, claims, damages, liabilities, expenses or actions for which such person is entitled to such prospectusindemnification hereunder. In connection with an underwritten offering, Parent also agrees to will indemnify any Underwriters of the Registrable Securitiesunderwriters and their officers, their officers and directors directors, constituent partners and each person who controls such underwriters on substantially (within the meaning of the Securities Act and the Exchange Act) to the same basis extent as that of provided above with respect to the indemnification of such Large Shareholder provided in this Section 4.1the Shareholders.

Indemnification by Parent. Parent agrees to indemnify each Shareholder and hold ------------------------- harmless each Large Shareholder, its officers and directors, and each person, if any, who controls Large Shareholder within the meaning of either Section 15 of the Securities Act any agent or Section 20 of the Exchange Act from and investment adviser thereof against any and all losses, claims, damages damages, liabilities and liabilities caused expenses (including reasonable attorneys' fees and expenses of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged allegedly untrue statement of a material fact contained in any registration statement Registration Statement, any prospectus or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any amendment or supplement to any of the foregoing 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 a prospectus or a preliminary prospectus, in light of the circumstances then existing) not misleading, except in each case insofar as such lossesthe same arise out of or are based upon, claims, damages or liabilities are caused by any such untrue statement or omission made in reliance on and in conformity with information with respect to such indemnified party furnished in writing to Parent by such indemnified party or its counsel expressly for use therein. Notwithstanding the foregoing provisions of this paragraph (a), Parent will not be liable to any Shareholder, any person who participates as an underwriter in the offering or sale of Shares or any other person, if any, who controls such holder or underwriter (within the meaning of the Securities Act), under the indemnity agreement in this paragraph (a) for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of such Shareholder's or other person's failure to send or give a copy of the final prospectus to the person asserting an untrue statement or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder alleged omission at or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent written confirmation of any supplement or amendment the sale of the Shares to such prospectus. person if such statement or omission was corrected in such final prospectus and Parent also agrees has previously furnished sufficient copies thereof to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in this Section 4.1Shareholder.

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless harmless, to the full extent permitted by law, each Large ShareholderHolder, its officers and directorsofficers, directors and each person, if any, Person who controls Large Shareholder such Holder (within the meaning of either Section 15 of the Securities Act Act), and any agent or Section 20 of the Exchange Act from and investment adviser thereof, against any and all losses, claims, damages damages, liabilities and liabilities caused by expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, any amendment or prospectus relating to the Registrable Securities (as amended supplement thereto, any Prospectus or supplemented if Parent shall have furnished any amendments preliminary Prospectus or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages the same arise out of or liabilities are caused by based upon any such untrue statement or omission or alleged untrue statement or omission based upon information with respect to such Holder furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder such Holder expressly for use therein; provided that, in the event that the foregoing Prospectus shall have been amended or supplemented and copies thereof as so amended or supplemented, shall have been furnished to a Holder prior to the confirmation of any sales of Registrable Securities, such indemnity agreement with respect to any preliminary prospectus the Prospectus shall not inure to the benefit of any Large Shareholder such Holder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to Person asserting such loss, claim, damage or liability and who purchased the Registrable Securities from such holder did not, at or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent confirmation of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters the sale of the Registrable SecuritiesSecurities to such Person, their officers and directors and each person who controls such underwriters on substantially the same basis as that receive a copy of the indemnification Prospectus as so amended or supplemented and the untrue statement or omission of such Large Shareholder provided a material fact contained in this Section 4.1the Prospectus was corrected in the Prospectus as so amended or supplemented.

Indemnification by Parent. Parent agrees and Surviving Company shall ------------------------- jointly and severally indemnify, to indemnify the full extent permitted by law, each Shareholder and hold ------------------------- harmless each Large Shareholderits officers, its officers directors and directors, constituent partners and each person, if any, person who controls Large such Shareholder (within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act from and Act) against any and all losses, claims, damages damages, liabilities and liabilities caused by expenses (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement statement, prospectus or preliminary prospectus relating to the Registrable Securities (as amended registration of such Shareholder's Parent Shares or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities the same are caused by made in conformity with any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large such Shareholder or Underwriter for any Large Shareholder other indemnified person expressly for use therein; provided that the foregoing indemnity agreement with respect therein or caused by such Shareholder's failure to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if deliver a copy of the current registration statement or prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability any amendments or for any sales occurring supplements thereto after Parent has informed furnished such Large Shareholder with a sufficient number of copies of the same or by the breach by any indemnified person of any of its obligations under this Section 3.1(e) hereof and prior 10.1. Subject to the delivery by provisions of Section 10.1(f), Parent of will reimburse each Shareholder and its officers, directors, constituent partners and controlling persons for any supplement reasonable legal and other expenses as incurred in connection with investigating or amendment defending any such losses, claims, damages, liabilities, expenses or actions for which such person is entitled to such prospectusindemnification hereunder. In connection with an underwritten offering, Parent also agrees to will indemnify any Underwriters of the Registrable Securitiesunderwriters and their officers, their officers and directors directors, constituent partners and each person who controls such underwriters on substantially (within the meaning of the Securities Act and the Exchange Act) to the same basis extent as that of provided above with respect to the indemnification of such Large Shareholder provided in this Section 4.1the Shareholders.

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless to the fullest extent permitted by law each Large Company Common Shareholder, its officers Company Preferred Shareholder, Founder, each other Registrable Securityholder, each of the foregoing’s respective officers, employees, affiliates, directors, partners, members, attorneys and directorsagents, and each person, if any, who controls Large Shareholder a Company Common Shareholder, Company Preferred Shareholder, Founder and each other holder of Registrable Securities (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each, a “Registrable Securityholder Indemnified Party”), from and against any and all expenses, losses, judgments, claims, damages and damages, liabilities caused by or actions, whether joint or several, arising out of or based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any registration statement or prospectus relating to Registration Statement under which the sale of such Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or was registered under the Securities Act, any preliminary prospectus, final prospectus or caused by summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, 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 not misleading, except insofar as such lossesor any violation or alleged violation by Parent of the Securities Act, claimsthe Exchange Act or other applicable federal, damages state, “blue sky” or liabilities are caused by common law 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. Parent shall promptly reimburse the Registrable Securityholders Indemnified Party for any legal and any other expenses reasonably incurred by such Registrable Securityholders Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable to any Registrable Securityholder Indemnified Party in any such case to the extent that any such expense, loss, judgment, claim, damage, liability or action arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged untrue statement omission made in any such Registration Statement, any preliminary prospectus, final prospectus, or omission based summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing to Parent writing, by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder such Registrable Securityholder Indemnified Party expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectus. Parent also agrees to shall indemnify any Underwriters Underwriter of the Registrable Securities, their officers officers, affiliates, directors, partners, members and directors agents and each person who controls such underwriters Underwriter on substantially the same basis as that of the indemnification of such Large Shareholder provided above in this Section 4.17.1.

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless each Large Shareholder, its officers and directors, and each person, if any, who controls Large Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Holders from and against any and all losses, claims, damages damages, liabilities and liabilities expenses, joint or several, to which Holders may become subject, under the Securities Act or otherwise, caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus relating to the Registrable Securities (as amended any Prospectus or supplemented if Parent shall have furnished any amendments amendment or supplements thereto) supplement thereto or any preliminary prospectus, or caused by 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; PROVIDED, except HOWEVER, that Parent will not be liable insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based solely upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder Holders expressly for use therein; provided FURTHER PROVIDED, HOWEVER, that the foregoing indemnity agreement with respect to any untrue statement in or omission from any preliminary prospectus shall not inure to the benefit of the Holder from whom the person asserting any Large Shareholder such losses, claims, damages or liabilities purchased the Registrable Securities if a copy of the current prospectus was Prospectus had not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise been sent or given to such loss, claim, damage person at or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent written confirmation of any supplement or amendment the sale of such Registrable Securities to such prospectus. Parent also agrees person if required by the Securities Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus and such Prospectus was distributed to indemnify any Underwriters the Holder prior to such sale of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in this Section 4.1.

Indemnification by Parent. In the event of any registration of any securities of Parent agrees to under the Securities Act in which Stockholder is a selling stockholder, Parent shall, and hereby does, indemnify and hold ------------------------- harmless harmless, in the case of any registration statement filed pursuant to this Section 7, Stockholder and his agents and Affiliates and, to the extent required by any underwriting agreement entered into by Parent, each Large Shareholder, its officers and directors, other person or entity who participates as an underwriter in the registration statement and each person, if any, other person or entity who controls Large Shareholder any such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, against any and all losses, claims, damages and or liabilities caused by insofar as such losses, claims, damages or liabilities (whether arising in connection with any actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material any fact contained in any registration statement or prospectus relating to under which such securities were registered under the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or Act, any preliminary prospectus, final prospectus or caused by summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as and Parent shall reimburse Stockholder and each such lossesagent or Affiliate and, claimsto the extent required by an underwriting agreement entered into by Parent, damages any underwriter and controlling person for any legal or liabilities are caused any other expenses reasonably incurred by them in connection with investigating or defending any such untrue statement loss, claim, liability, action or omission or alleged untrue statement or omission based upon information furnished proceeding described in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use thereinthis clause (a); provided that the foregoing indemnity agreement that, Parent shall be required to reimburse fees and expenses with respect to more than one firm of attorneys (in addition to any preliminary prospectus local counsel) for all of the indemnified parties only to the extent that any of the indemnified parties shall have differing interests from any other indemnified party; and, provided, further, that Parent shall not inure be liable in any such case to the benefit of extent that: (i) any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Parent by or on behalf of Stockholder specifically stating that it is for inclusion in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, (ii) with respect to any sales occurring after Parent preliminary prospectus or prospectus (if such prospectus has informed then been amended or supplemented) to the extent that any such Large Shareholder under Section 3.1(eloss, claim, damage, liability (or action or proceeding in respect thereof) hereof and or expense arises out of or is based upon a sale of Registrable Securities to a person or entity to whom there was not sent or given, at or prior to the delivery written confirmation of such sale, a copy of the prospectus (or of the prospectus as then amended or supplemented) if Parent has previously furnished copies thereof to Stockholder a reasonable time in advance and the loss, claim, damage, liability or expense of Stockholder results from an untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in the preliminary prospectus (or the prospectus) which was corrected in the prospectus (or the prospectus as amended or supplemented), or (iii) to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon any action or failure to act by Parent Stockholder that is found in a final judicial determination (or a settlement tantamount thereto) to constitute bad faith, willful misconduct or gross negligence on the part of Stockholder. Such indemnity shall remain in full force and effect regardless of any supplement investigation made by or amendment to on behalf of Stockholder or any such prospectus. Parent also agrees to indemnify any Underwriters of director, officer, agent or Affiliate or controlling person and shall survive the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification transfer of such Large Shareholder provided in this Section 4.1securities by Stockholder.

Indemnification by Parent. (a) Parent agrees shall hold harmless and indemnify the Company and the Shareholders and their heirs, assigns and successors (collectively, the "SHAREHOLDER INDEMNITEES") from and against, and shall compensate and reimburse each of the Shareholder Indemnitees for, any Damages which are suffered or incurred by any of the Shareholder Indemnitees (regardless of whether or not such Damages relate to any third party claim), directly or indirectly, arising or resulting from or connected with: (i) any breach of any representation or warranty made by Parent or Merger Sub in this Agreement or any other Transactional Agreement; and (ii) any breach of any covenant or obligation of Parent or Merger Sub under this Agreement or any other Transactional Agreement. (b) After Closing, no Person shall be required to indemnify and hold ------------------------- harmless each Large Shareholder, its officers and directors, and each person, if any, who controls Large any Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement Indemnitee with respect to any preliminary prospectus claim for indemnification pursuant to Section 12.3(a) unless and until the aggregate amount of indemnifiable Damages suffered by all Shareholder Indemnitees subject to indemnification pursuant to this Agreement exceeds the Threshold Amount, at which point the indemnifying Person shall not inure to indemnify the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification full amount of such Large Shareholder provided claims and all claims thereafter, subject to any other applicable limitations in this Section 4.112.3 on the indemnifying Person's indemnification obligations. The aggregation of claims must only reach the Threshold Amount once, and after such point the Shareholder Indemnitees may seek indemnification for all claims which may arise under this Section 12.3. A failure to pay the First Installment or the Contingent Consideration is not subject to the limitations in this Section 12.3(b). (c) Parent is not required to make any indemnification payment hereunder unless a claim is initiated prior to expiration of the applicable survival period set forth in Section 12.1(a).

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless each Large ShareholderHolder of Registrable Securities to be included in any Registration Statement, its officers the officers, directors, partners and directorsmembers of each such Person, and each personPerson, if any, who controls Large Shareholder any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Participant”), from and against any and all losses, claims, damages and liabilities (including the reasonable legal fees and other reasonable expenses actually incurred in connection with any suit, action, proceeding, investigation or any claim asserted or threatened) caused by by, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus relating to the Registrable Securities Prospectus (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectuscaused by, arising out of or caused by 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 misleading, except 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 any Participant furnished to Parent in writing by or on behalf of such Participant expressly for use therein; provided, however, that Parent shall not be liable if such untrue statement or omission or alleged untrue statement or omission based upon information furnished was contained or made in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall and corrected in the Prospectus or any amendment or supplement thereto and the Prospectus does not inure to contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the benefit of any Large Shareholder if a copy subject matter of the current prospectus was not provided to the purchaser of Registrable Securities related proceeding and such current prospectus would have cured the defect giving rise to any such loss, liability, claim, damage or liability expense suffered or for incurred by the Participants resulted from any sales occurring after Parent has informed action, claim or suit by any Person who purchased Registrable Securities that are the subject thereof from such Large Shareholder under Section 3.1(eParticipant 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) hereof and to such Person with or prior to the delivery 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 of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in with this Section 4.1Agreement.

Indemnification by Parent. Subject to the provisions of this Section ------------------------- 8.1, Parent agrees to indemnify indemnify, defend, protect and hold ------------------------- harmless each Large Shareholder, its officers and directors, and each person, if any, who controls Large Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 shareholders of the Exchange Act Company (the "SHAREHOLDER INDEMNITEES") from and against any and all losses, claims, damages and liabilities caused Damages incurred or suffered by such Shareholder Indemnitees as a result of or incident to (i) any untrue statement breach of any representation or alleged untrue statement warranty of a material fact contained Parent or Merger Sub set forth herein or in any registration statement certificate or prospectus relating to other document delivered in connection herewith as of the Registrable Securities date made (as amended such representation or supplemented warranty would read if Parent shall have furnished any amendments or supplements theretoall qualifications as to knowledge and materiality were deleted from it) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to which a claim for indemnification is brought by such Shareholder Indemnitees within the applicable survival period, if any, described in Section 8.1(b), (ii) any preliminary prospectus breach or nonfulfillment by Parent or Merger Sub, or any noncompliance by Parent or Merger Sub with, any covenant, agreement, or obligation of Parent contained herein or in any certificate or other document delivered in connection herewith as of the date made (the "SHAREHOLDER DAMAGES"). Parent shall reimburse the Shareholder Indemnitees for any Shareholder Damages to which this Section 8.1 relates only if a claim for indemnification is made by the Shareholder Indemnitees within the survival period described in Section 8.1(b); provided, however, that the aggregate ----------------- liability of Parent shall not inure exceed $10,000,000. Notwithstanding anything to the benefit contrary in this Agreement, Parent shall not have any liability for the Taxes of any Large Shareholder if a copy shareholder of the current prospectus was not provided Company resulting from the failure of the transaction effected through the Merger to qualify as a reorganization under the provisions of Section 368(a) of the Code, except that Parent shall be liable for breaches of the representations and warranties contained in Section 3.9 hereof to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided extent set forth in this Section 4.18.1(h).

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless to the fullest extent permitted by law each Large ShareholderSecurityholder whose Registrable Securities are covered by the Shelf Registration Statement, its officers and directorsofficers, directors and each personPerson, if any, who controls Large Shareholder such Securityholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages damages, liabilities, and liabilities expenses caused by any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or any registration statement or prospectus relating to the such Registrable Securities (as amended or supplemented if Parent shall have timely furnished any amendments or supplements thereto) or any preliminary to such prospectus), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages damages, liabilities or liabilities expenses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by such Securityholder or on such Securityholder's behalf of any Large Shareholder or Underwriter for any Large Shareholder in either such case expressly for use therein; provided provided, that the foregoing indemnity agreement with respect to any preliminary prospectus untrue statement or omission or alleged untrue statement or omission made in any prospectus, the indemnity agreement contained in this paragraph shall not inure apply to the benefit of extent that any Large Shareholder if such loss, claim, damage, liability or expense results from (a) the fact that a current copy of the current prospectus was not provided sent or given to the purchaser Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that Parent has provided such prospectus and it was the responsibility of such Securityholder or its agents to provide such Person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage or damage, liability or for expense, (b) the use of any sales occurring prospectus by or on behalf of any Securityholder after Parent has informed notified such Large Shareholder Person (i) pursuant to Section 3.01(e) that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) pursuant to Section 3.1(e3.01(c) hereof and prior that a stop order has been issued by the SEC with respect to the delivery by Parent Shelf Registration Statement or (iii) pursuant to Section 2.03 that a Disadvantageous Condition exists or (c) the use of any supplement prospectus by or amendment on behalf of any Securityholder with respect to any Registrable Securities after such prospectus. Parent also agrees time as Parent's obligation to indemnify any Underwriters of keep the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification Shelf Registration Statement effective in respect of such Large Shareholder provided in this Section 4.1Registration Securities has expired.

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless each Large Shareholderthe Investor, its officers and the Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each personPerson, if any, who controls Large Shareholder the Investor (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each, an “Investor Indemnified Party”), from and against any and all expenses, losses, judgments, claims, damages and liabilities caused by or liabilities, whether joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Registration Statement under which the sale of such Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or was registered under the Securities Act, any preliminary prospectus, final prospectus or caused by summary prospectus contained in the Registration Statement, or any omission amendment or alleged supplement to such Registration Statement, or arising out of or based upon any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused any violation by Parent of the 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 untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to registration; and Parent by or on behalf of any Large Shareholder or Underwriter shall promptly reimburse the Investor Indemnified Party for any Large Shareholder expressly for use thereinlegal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided provided, however, that the foregoing indemnity agreement with respect to Parent will not be liable in any preliminary prospectus shall not inure such case to the benefit of extent that any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such expense, 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 such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such selling holder expressly for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectususe therein. Parent also agrees to shall indemnify any Underwriters Underwriter of the Registrable Securities, their officers officers, affiliates, directors, partners, members and directors agents and each person Person who controls such underwriters Underwriter on substantially the same basis as that of the indemnification of such Large Shareholder provided above in this Section 4.1.

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless each Large ShareholderHolder of Registrable Securities to be included in any Registration Statement, its the officers and directorsdirectors of each such Person, and each personPerson, if any, who controls Large Shareholder any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Participant"), from and against any and all losses, claims, damages and liabilities (including the reasonable legal fees and other reasonable expenses actually incurred in connection with any suit, action, proceeding, investigation or any claim asserted or threatened) caused by by, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus relating to the Registrable Securities Prospectus (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectuscaused by, arising out of or caused by 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 misleading, except 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 any Participant furnished to Parent in writing by or on behalf of such Participant expressly for use therein; provided, however, that Parent shall not be liable if such untrue statement or omission or alleged untrue statement or omission based upon information furnished was contained or made in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall and corrected in the Prospectus or any amendment or supplement thereto and the Prospectus does not inure to contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the benefit of any Large Shareholder if a copy subject matter of the current prospectus was not provided to the purchaser of Registrable Securities related proceeding and such current prospectus would have cured the defect giving rise to any such loss, liability, claim, damage or liability expense suffered or for incurred by the Participants resulted from any sales occurring after Parent has informed action, claim or suit by any Person who purchased Registrable Securities that are the subject thereof from such Large Shareholder under Section 3.1(eParticipant 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) hereof and to such Person with or prior to the delivery 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 of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in with this Section 4.1Agreement.

Indemnification by Parent. In each case of a Registration of Restricted Shares pursuant to this Article 6, Parent agrees to will indemnify and hold ------------------------- harmless each Large ShareholderHolder whose Restricted Shares are included in the Registration, its officers each underwriter (as defined in the Securities Act) thereof, each officer and directors, director of such Holder and any such underwriter and each person, if anyother Person, who controls Large Shareholder (within the meaning of either Section 15 of such term as used in the Securities Act Act) such Holder or Section 20 of the Exchange Act any such underwriter from and against any and all lossesclaim, claimsdamage, damages and liabilities caused by loss, liability or action, arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Restricted Shares were registered under the Securities Act, any prospectus or preliminary prospectus relating to the Registrable Securities contained therein or any amendment or supplement thereto (as amended or supplemented if Parent shall have furnished any amendments or supplements theretoincluding, in each case, documents incorporated therein by reference) or any preliminary prospectus, arising out of or caused by based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, except insofar as and will reimburse each such losses, claims, damages Person for any legal or liabilities are caused by other expenses reasonably incurred in connection with the investigation or defense of any such claim, damage, loss, liability or action; provided that Parent will not be liable in any such case to the extent that such claim, damage, loss, liability or action arises out of or is based upon any untrue statement or statement, alleged untrue statement, omission or alleged untrue statement omission, made in or omission based omitted from such materials in reliance upon and in conformity with written information relating to such Holder which was furnished in writing by or at the direction of such Holder to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly specifically for use thereinin the preparation of such registration statement, prospectus or preliminary prospectus (or amendment or supplement thereto); and provided further that the foregoing indemnity agreement indemnification with respect to any a preliminary prospectus shall not inure to the benefit of any Large Shareholder underwriter (or to the benefit of any Person controlling such underwriter) from whom the Person asserting any such claim, damage, loss, liability or action purchased any of such Restricted Shares if a copy of the current final prospectus had not been sent or given to such Person at or prior to written confirmation of the sale of such Restricted Shares to such Person and the untrue statement or omission of a material fact contained in such preliminary prospectus was not provided to corrected in the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such final prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in this Section 4.1.